Ben DxD
by Cybertramon001
Summary: The Gods of the DxD Universe foresee the need for a great hero. One that can adapt to all situations. One that has saved his Universe a dozen times. Pity that they decided he'd look better as a girl. Join Ben 'Bri' Tennyson as he/she helps the House of Gremory and all the problems a girl could face. And figure out how to change back. Rated M for swearing and nudity.
1. Boy Meets Boy Girl

**Hey there. This idea just wouldn't let me go, so I just had to start writing it. I'll still post this every so often, even if no-one reads it. But don't hold your breaths, because sometimes I get distracted by games, anime and cartoons.**

**Anyway. Ben 10 and Highschool DxD don't belong to me, they belong to their respective owners, and I'm not making any money from this, yadda, yadda, yadda. You probably know the drill.**

**Enjoy.**

Chapter 1: Boy meets Boy/Girl

Ben Tennyson felt very confused when he woke up in a field on a starry night. He laid there for a while, trying to remember what he had been doing. He remembered hanging out with Kevin and Gwen at Mister Smoothie's, but everything afterwards was a blur. He groaned in annoyance.

_Figures. I have no idea where I am, how I got here, or what happened to Gwen and Kevin. The only thing I'm __**mostly**__ sure about is that I'll be needed to save the day._ He felt the wind chill his skin and the grass tickle his back. _And I'm naked. Great start Ben._ He groaned again as he sat up, noticing that his voice seemed higher than before. But before he could think about it, he nearly toppled over from a heavy weight dangling from his chest. He managed to stop himself before he face-planted. Wondering what was happening, he looked down at his chest to notice a disturbing fact.

There were massive mounds of flesh hanging off him. He poked them a few times to confirm that they were real, hissing from how sensitive they were. Finally, his brain came back out of shock.

"Wha…WHAT THE HELL?" He screamed as his boobs bounced around like crazy. Reaching down below confirmed the horror he found himself in.

_He_ was a _she_. _He_ was a girl.

**(**/*\**)**

Ben couldn't believe it. This had to be a sick, sick joke. Or a perverted dream. He'd gladly take a perverted dream over this being real. But all these sensations… No. He'd been in a Forever Knight simulation that felt pretty real too. He just had to figure out how to wake up.

"In the meantime, I could really use some clothes." It felt odd, hearing a stranger's voice coming out of his mouth. He looked at his left arm, hoping that the Omnitrix was still there in this simulation. It was, but it looked completely different. It now looked like a fusion of the Ultimatrix and the Omnitrix. The black, red and white device formed around his hand like a fingerless glove, stretching back over his wrist. He pressed the screen and familiar symbols appeared. Trying to find the right alien was difficult. He had so many of them. Plus, his hair wasn't helping. The fringe kept getting in his eyes, and the tail of his hair kept tickling his butt. But after a while he finally found what he was looking for. A button popped up from under the screen and he pushed it down, causing a green flash as he transformed.

He changed into Big Chill, a skinny blue moth-man alien. Not only did Big Chill not require clothing, but he/she could phase through things and turn invisible. Quickly, he flew to the nearby town, looking for a clothing store.

After that, he was going to get some answers.

It took him a while to find a store, but after that it was easy to disable the security system with Upgrade. Now here he was, standing in the bra section and completely clueless.

The first problem was that he didn't have a clue just how big his new breasts were. After all, when would a guy have breasts? Using a nearby tape measure, he finally found a bra big enough for a 105cm bust. It took a while longer to find a shirt that could fit him though. Once fully dressed, he went looking for some scissors. Sure long hair looks nice, but it kept getting in his way. Besides, it would be easy to grab in the middle of a fight. As he looked around, he noticed his reflection in a mirror.

He was beautiful. The kind of figure that boys would kill each other to get near to. With massive round breasts, a curvy and slim waist, and wide hips. He shuddered as he thought about all the guys he was going to have to fend off. In the reflection, he noticed some scissors on the counter top with a piece of paper. Which was weird, because he could've sworn that he had looked there first. He already had an idea who had placed them there, and the letter confirmed it.

_Dear Ben_, it said. _So sorry about this predicament you are finding yourself in right now. Some 'gods' of this alternate dimension require your assistance in an important matter, and decided to recruit you. They are also massive perverts, so that will explain your current appearance. At least they allowed me to help them improve the Omnitrix. You now have access to the Master Control, and the ability to manifest parts of your alien forms on your person. They haven't unlocked any new forms, but this will still be enough to do some damage. Also, they have improved your powers to a greater degree._

_ Under this counter is a school uniform. An important ally goes to Kuoh Academy, and they have enrolled you in the academy. You will need to look out for Rias Gremory, the president of the Occult Research Club. No need to approach her. Just be your heroic self and you'll get her attention._

_ One last thing. You'll be staying at this address and your new name is Bri Tennyson. You are a transfer student from America. Also, this dimension functions like an 'ecchi Japanese anime'._

_ Paradox._

Ben sighed. Obviously these 'gods' must be stopping Paradox from turning him back to normal. Couldn't they have just asked him? Still, the new powers might be handy. He wasn't sure what this Rias Gremory had going for her, but Paradox had never stared him wrong before. Then the 'ecchi' line got to him. He remembered finding a closet full of these at Kevin's place. They all seemed to have scenes of girls losing their clothes and being molested by pretty much everything.

"Ah man." Ben groaned.

**(**/*\**)**

Issei Hyodo was drooling with abandon. A hot and sexy new girl was in his class! He wasn't really a big fan of her short brown hair, but who cared about that. She had massive tits! Only Akeno Himejima had boobs that big. He could already see himself squeezing them like crazy.

"Class, I would like to introduce a new student. She's a foreign exchange student from America, and her name is Bri Tennyson." The teacher was saying. Tennyson seemed nervous, squirming under the gaze of everyone.

"Hi. My name is _. It is nice _ you all." Everyone was puzzled. Was she switching between English and Japanese? Bri noticed their confusion, and then tried again. This time, she spoke it all in Japanese. Blushing bright red, she went down to the back and sat at the empty desk there. Her watch beeped and flashed as she passed Issei. Class continued from there, but all Issei could think about was the new girl and his new girlfriend Yuuma.

"Wow." His friend Matsuda said as she passed. "She's super-hot. And best of all, American girls really love having sex."

"105, 63, 84." His other friend, Motohama rattled off like a line-backer. Motohama could tell a girl's three sizes with but a glance. Together, they were the perverted trio, and the nemesis of every girl in school. Issei saw Bri shudder while every other girl glared at the three of them. Strangely, she kept placing her hand on her watch, like she was afraid it would get stolen. He shrugged. Whatever. Sure she was hot, but he's already got a sexy girlfriend.

It's not like she's gonna hang out with him.

**(**/*\**)**

Ben felt like having a very long shower. Bad enough that all the boys were staring at him with hearts in their eyes (Seriously? That happens in this Universe?). But that Buzzcut kid actually shouted that American girls love having sex? He shuddered again as he went down the corridor. He would've gone further, but some girls blocked his path. Since they were wearing hakamas, he thought they might be the kendo club.

"Bri Tennyson?" The girl at the front asked. She was a tall busty girl with short brown hair tied in two ponytails.

"Uh…Yeah?" He answered, worried. These girls didn't look to friendly. Maybe they didn't like him because he was stealing attention from them.

"My name is Murayama. I trust you remember the two boys who made lewd comments about you?"

"How can I not? They pretty much shouted to the whole school that I'm easy to bed."

"Matsuda, Motohama and Issei are known as the perverted trio. They are a menace to all girls in the school. We've caught them lusting over our bodies, mentally undressing us, and hiding in the girl's locker rooms. Just yesterday, we found Issei looking through a hole in the Kendo Club's changing rooms."

Ben was shocked. "And no one's told the school about this? That kind of stuff is illegal back home."

The girls looked at him strangely. Ben almost groaned. Whatever the gods did to made it so that he could speak Japanese too, but he couldn't tell the difference between the two languages. He hoped that it would get better as time went on. It's kind of hard to blend in when you need to say nearly everything twice.

"Murayama nodded, finally understanding. "Mostly because compared to other guys out there, they're harmless. But still, make sure to watch out for them. A girl with your figure is sure to get their attention."

"I'll…I'll be sure to keep an eye out." Ben said as he backed away. This was insane. Seriously, he had to watch out for perverts even when changing? This Rias girl had better find him fast. The sooner he helped out, got sent back home and turned back into a guy, the better.

**(**/*\**)**

Unknown to Bri, Rias Gremory was already watching her from the Occult Club House. The busty redhead frowned in concentration as she stared at the new girl. Something about her aura seemed different to everyone else. She just couldn't put her finger on what. She'd love to have her familiar follow the girl, but she was already prepared to hand Issei a summoning flyer just in case. It amazed her just how many Fallen Angels were keeping an eye on him. But she still couldn't pass up this chance. Maybe…

"Koneko." Rias said, turning to face a small, flat-chested girl with silver hair. "Have Shiro keep an eye on Bri Tennyson. Something about her feels… different."

"Sure thing." Koneko said in her monotone voice, summoning a small cat from thin air. The cat leapt out of her arms and rushed out the window. It may end up being a waste of time, but Rias was worried. Better a waste than having a Fallen Angel target someone else.

**(**/*\**)**

Plenty of people were surprised when a busty American girl wandered around town. Ben grimaced as people stared at him. He 'borrowed' a sweatshirt to try and hide his curves, but he was so busty that it was a lost cause. At least he could cover his face when he went crime fighting. He just had to hope he wouldn't be dealing with tentacles or something. So far though, nothing. Honestly. How was he supposed to get Rias' attention if there wasn't anything to stop?

"Ah, Issei." A girl shouted as she barrelled past Ben. He turned around by the force to find that this Issei was the same boy from her class. One member of the Perverted Trio. How did such a big pervert like him get a beautiful girl like her? Ben shook his head. It wasn't any of his business. For all he knew, this guy wasn't as bad as the other two. Though he found it sweet how they seemed honestly happy to be with each other. It made him think of the times he was with Julie before they broke up, and more recent times with Ester. He turned back around and kept walking away. From the bustle of the streets, he didn't notice that the Omnitrix had picked up another DNA sample.

**(**/*\**)**

Issei shot a quick glance at Bri Tennyson as she walked away. This was weird. Everytime he tried not to think about the American she just popped up in front of him. And what was with the sweatshirt? It was summer for crying out loud. Maybe America has hotter summers than Japan. And her watch beeped again, even though it wasn't even on the hour. Ah well. Who knew what weird gizmos Americans use? He smiled at Yuuma. This was going to be the best date ever.

**(**/*\**)**

It was late at night by the time Ben found someone to help. He heard shrieks from a nearby alleyway. Pulling his hood over his face, he rushed in to help. Though he didn't call out first, just in case both people were consenting to this or something. He changed his mind when he saw the beautiful woman was crying and struggling against her attacker. The bastard held a knife to her face and was actually licking her cheek. How the hell was that sexy?

"Hands off the lady, creep, and I might only break half your bones." Ben said as he stood in front of them. Distracted by his appearance, the creep cursed as his prize broke free. She ran past Ben, crying and trying to hide her breasts in her ruined top.

"You little bitch!" The creep yelled. "Well since you lost me my girl, I'm just gonna have to make some fun with you." And before Ben could reach his Omnitrix, Creepy got his hand around him and his knife against his face. Ben groaned. He should've been prepared. He should've already been in Alien mode. Maybe he should've chosen Heatblast. That was always one of his better forms.

Creepy screamed in pain as Ben's arm burst into flames. Even though it only took him a second to back away, his hand was pretty much gone. Even the bones had fallen apart like kindling. Looking down at his arm, Ben noticed that it was exactly like Heatblast's. Only thinner and more feminine. Perhaps he was confused by the pain, or he was scared, or even just stupid. But Creepy rushed him again, swinging his knife like crazy. Ben instinctually fired off a warning shot, but he had underestimated how much hotter his blasts were. Creepy screamed as the blast by his feet set him ablaze, the knife melting in his hand. Garbage burst into flame and the concrete actually melted. Ben drew in all the fire around him before it got worst. There was no saving Creepy. What was left of him was literally falling apart as it lay there. Ben barely managed to make it to a rubbish bin before puking his guts out. He only noticed that his arm was still on fire because the bin melted. A thought was all it took to return to normal. He just leaned against a nearby wall, shaking in fear.

That had never happened before. Sure he had melted things before. Sure he had thrown fireballs at living enemies. But he had to really concentrate to melt things and everyone he threw fireballs at were able to shrug them off. This…this was the first time he'd actually killed someone. It had happened so fast. You'd think that Paradox would've mentioned that Ben was **that** much stronger.

_"Maybe…maybe he knew you'd probably shrug it off."_ Ben thought to himself. _"That you'd still hit him at full blast."_ Ben started shaking his head. "Snap out of it. You can't change that. Or maybe you can." He thought about Clockwork and watched as his left arm change into a round golden arm with black bands around the upper arm. He walked back to the corpse and concentrated. A green glow surrounded Creepy as phantom flames sprung up on him. He managed to get back up and ran backwards. It didn't take long to reverse time to the point where Ben had thrown the fireball. Creepy started screaming and backed away from him.

"You remember being set alight?" Ben threatened the man. "Because I never want to see you ever again. I don't want to hear about you or your deeds. And if I do…" At this, he got out his Heatblast arm again. Creepy screamed and ran past him, staying far away from his right side, and went rushing as far as he could.

Bringing him back wasn't really a good deed. But it would make it easier for him to live with himself. Now then. Time to find more problems to fix. And he'll stay in forms that can't easily kill others.

**(**/*\**)**

Rias sighed in relief as she entered the Club Room. She almost thought that Issei wasn't going to make it. It took all 8 of her Evil Pawn Pieces to resurrect him as a Devil. But now he's sleeping away in his room. Hopefully Koneko didn't have that much excitement.

"Bri's scary." Koneko said as Rias entered the room. Without a word, she used a spell to show Rias what Shiro had seen. Rias arched an eyebrow as Bri's right arm burst into flames and she threw a fireball at the rapist before drawing in all the fires.

"Hmm. The Phoenix Family never mentioned they had a brown-haired relative."

"She's not a Phoenix. There's more." Koneko showed how the girl vomited in shock and cried against a wall before heading back to the body. Her left arm was covered in round golden armour, and a bright green glow healed the man. Strangely, the man repeated his actions but in reverse. Bri threatened him, and then let him leave alive.

"I've…I've never seen a healing ability able to bring back the dead. Could it be her Sacred Gear?" Koneko merely showed another scene. Three thieves had broken into a store, and were trying to break open the safe. Bri walked in behind them, her arms changed again. Now they were brown and yellow, with a large spike on her shoulders and her hands now two claws. She raised one claw and the safe literally broke apart. The large plates of metal wrapped around the thieves and pinned them against the walls. Then it showed car-jackers being surprised by the car they were trying to steal turning black with green lines. It transformed into a giant robot before spraying them with oil. A whole group of thugs were ready to pound some classmates of Rias', but Bri showed up again. She had four red arms now, and she bashed the daylights out of the thugs. Koneko looked at Rias, wondering what the girl was thinking about. These abilities were not normal.

"I'll have Akeno get her when we get Issei here. For now, just keep an eye on her. If we've noticed this, then so could the Fallen Angels." She left the room, thinking about how Bri could have so many abilities. It might be like Yuuto's Sword Birth, except that the thing with the car didn't seem to fit in. Something like that would've had to match the other arm powers. She had never heard of a Devil, Angel, or even Fallen Angel with such a wide variety of powers. Which would leave…

Could Bri Tennyson really be a god?

**(**/*\**)**

Ben yawned as he struggled to stay awake. As expected, spending another night in an abandoned house was not good for your sleep. At least he could use his alien powers to make a good shower and prepare breakfast. Upchuck really helped fill a gap. Plus his head ached this morning, and he could just tell that someone tried to use a spell on him. He was keeping a close eye on everyone, and thanked Terraspin for being immune to magic.

"Hey uh, Bri?" A male voice interrupted his thoughts. The Omnitrix beeped again. He looked up to see Issei standing in front of his desk. He wondered what he wanted. "I'm sorry to intrude. But I was wondering. You were in town yesterday, right?"

Ben nodded. "So that was you with that dark-haired girl?" Issei seemed to relax after hearing this.

"Yeah. That was me. And I was going to ask if you remembered seeing Yuuma. See, we went on a date that day, and I had a weird dream that seemed real, and now it's like she never even existed. My friends don't remember her and I don't have her number anymore."

"You'd think they would remember a girl like her." Yuuma had pretty big breasts. In fact it seemed every woman he saw was very… ample.

"I know. And that dream…it was so weird and real. Do you…do you think you could help me find her?"

Ben thought about it for a bit. No one else knew about this girl, and he definitely resisted a memory spell. What if it was meant to make everyone forget about Yuuma? Granted Issei remembered her somehow, but it worked on everyone else. And while yes, Issei is one of the Perverted Trio, he honestly seemed worried about her.

"Ok. But why don't you tell me about this dream of yours?" Issei looked at her funny. "I've had some…prior experience in weird things."

"Alright then. Well, me and Yuuma met in town, like things really happened. I showed her around the place, went shopping with her, and even had a sundae lunch with her. We were standing by a fountain when she asked me if I could 'die for her'. Then her clothes van… I mean she grew these big black feathery wings and talked about how she was sent to deal with me and all this other crazy shit before throwing a spear into my chest. I was lying there, dying, when Rias Gremory showed up out of thin air… and then I woke up in bed."

So Rias was involved. Maybe this could help Ben get her attention and go home. It might be that it was all actually real. But it could be a dream meant to make Issei not want to find Yuuma. "Right then." Ben said. "After school, we'll go and search town for your girlfriend. Start at the places you went to with her, and finish as the fountain. Deal?" He held his hand out for Issei.

"Deal." The kid smiled as they shook. The moment was ruined as several girls warned Ben to wash his hands.

**(**/*\**)**

Issei didn't know what to think about Bri. She seemed to be nervous around boys and didn't really talk to people much. But here she was, helping the school's biggest pervert and believing his strange dreams. Though she probably would've laughed him off if her mentioned that Yuuma's clothes vanished and she wore a leather bikini.

They had looked everywhere, but there was no sign that Yuuma even existed. No one else remembered her, though they might've just had trouble understanding Bri's English. She said that Japanese sound just like English in her head and so she sometimes got the two mixed up. Soon, it was nearly dark. But Issei could still see clear as day. Weird.

"Hey Bri, why does your watch beep at weird times? Is it for reminders or something?"

"Oh." She seemed suddenly nervous. "Nah. It's always beeping like that. To tell you the truth it's not really a watch."

"Oh. Ok." They walked a bit further before Issei spoke up again. "Is it just me, or is it still pretty bright right now?" Bri stopped and looked at him funny.

"How bright do you think it is?"

"It's…it's like it's still daytime. Or even midday." A crazy thought just came to him. "Hold on. Do you think that means I've got night-vision?"

"Probably." Bri kept walking, deep in thought. "Which might explain some things. They might actually be something alien or magic in nature going on. And it would also explain why the Omnitrix sampled you."

But Issei stopped paying attention after 'probably'. "Does this mean that I've got x-ray vision?" He was nearly squealing in delight.

"Try it on me, and I'll rip your eyes out." Something about Bri's voice made it clear she _probably_ wasn't kidding.

"No, Mommy. Buy it!" A little girl started crying. Issei and Bri both heard her. Except that she was at the other end of the street from them. Guess he had super hearing too.

What the hell was happening to him?

"This is it." Issei said. They had finally reached the fountain from his dream. And they still hadn't seen Yuuma. Maybe his dream wasn't a dream. Could she really have killed him?

"Issei." Bri looked at him funny. Like she was going to tell him a dark secret. "I've got a way to tell what happened here. But I need you to promise not tell anyone about this. Got it?"

"Yes ma'am." Issei wanted to know what was going on. Satisfied with his answer, Bri tapped her 'watch'. A green holographic circle appeared, and strange forms stood on it. "I don't really have to do it this way." She was saying. "I guess I'm just so used to it by now. Never really had the Master Control for this long." She finally found the picture she was looking for, and a button popped up. She pushed it back down, and her body… changed. In an instant she grew taller, wearing what appeared to be gold armour. Her arms were slightly bulbous, but slender. And strangely, gears clicked behind a green panel on her chest and a giant wind-up key was on her head. She looked down at herself and sighed. "Bah. I guess even my forms look feminine now." She spoke with some kind of Russian accent.

"Wha…What the hell **is** that?" Issei started shrieking. This was weird, even for him. Bri raised her hands to try and calm him down.

"I know I look strange, but I really want to help. Just stay calm and tell me if anything looks familiar." The key on her head started turning counter-clockwise, and the area was bathed in a green glow. Issei could only stare as people rushed past backwards and at incredible speeds. Time. Bri could reverse time. "We're just looking into the past. Seeing what has happened here. I'm afraid that we can't actually change anything yet." Issei kept an eye out for Yuuma. If what Bri said was true, then he has to make sure that they didn't miss their chance.

"Slow down." Issei said. He spotted himself lying on the ground, a pool of blood shrinking underneath him. Bri slowed down until they got to the beginning. Issei felt sick. Yuuma grew those black wings and threatened him just like in his dream. He watched himself bleed out, Yuuma having already brushed him off. But after a few moments, a red pentacle appeared on the ground next to him. After glowing for a bit, a red-haired buxom, beautiful girl walked out of it. "Hey. I know her. She's Rias Gremory." Bri stopped the image and looked at her for a bit.

"Interesting. Perhaps tomorrow we should find Ms Gremory and ask her about this." She resumed play, and they watched as she placed a red chess pawn against Issei's chest. It sunk in, but he didn't heal. So she placed another. And another. It took 8 pawns before Issei finally healed. Rias picked him up and walked into the glowing circle, probably to place him in bed. Where he would wake up and write the whole thing off as a crazy dream.

The images faded as Bri turned back to normal. Issei felt like crying. It figures. The only girl who asked him out only wanted to kill him. Just his damn luck. Figures the local pervert couldn't bag a real girl. Bri stood next to him, probably ready to pity him, when he heard a strange noise. He and Bri turned to find a man in a trenchcoat standing in the shadows.

"Well this really is unfortunate." He said before chuckling. "Me running into you that is. And I see you've got another girlfriend. Too bad it won't be for long."

Issei went to back up a few steps, but to everyone's surprise he actually leapt over the fountain. How the hell did he do that? Bri quickly rushed back in front of him, her hand over her 'watch' again. What other forms could she use?

"C'mon Bri." Issei grabbed her wrist. "Let's get out of here." She resisted at first, but she was soon following him. Sadly, Trenchcoat got in front of them, flying with black wings.

Just like Yuuma's.

"Such cowardice." He was saying. "I can't abide lower class beings."

"The last group to call me a 'lower class being' got their asses handed to them." Bri smirked. "Let's see what makes you so special."

Trenchcoat summoned a blue spear of light in his hand and threw it at Bri. He gave neither of them any warning. It'll blast right through the human and kill the stray devil. They're no match for him.

Sadly, He wasn't fighting a human. He was fighting Ben 10.

Bri's right arm turned into purple rock, with a bright pink hand and a pink crystal rising from her shoulder. Instead of piercing her, the spear just vanished into her arm. A rainbow orb formed around her hand, and was fired back at Trenchcoat. He was knocked back by quite a bit, and groaned as he got back up.

"Not impressed, Tweety Bird." Bri taunted, giving an arm pump. Trenchcoat merely growled before throwing three spears of light at Bri. Again, Bri absorbed them and fired a blast back at him. Trenchcoat moved this time, and must've expected that Bri couldn't fire another shot, because he just floated there until Bri blasted him again. He got back up and tried again. "Man. You bad guys never learn." Bri absorbed another spear, but Issei cried out in pain. She turned to see that while she was dealing with the first spear, Trenchcoat had circled round and stabbed Issei with a **second** spear. Issei tried to pull it out, but it seemed to burn his hands.

"Hurts, doesn't it?" Trenchcoat was saying. "Light is a deadly poison to your kind. Burns you from within." Bri grabbed him with some bandage-like things and started throwing him around the park. With her other hand she absorbed the light spear imbedded in Issei. Trenchcoat broke free of the bindings, and growled in frustration. This girl was obviously very skilled with her Sacred Gears. And her right arm could nullify any attack he used. He wondered how things could get worse, when a Devil summoning circle appeared. Rias Gremory stepped out and faced him.

"Keep your hands off of him." She said in a commanding tone. Issei wondered how she found them, before passing out from blood loss.

"I'll teach you not to meddle where you don't belong." He formed another spear and threw it at her. Ben rushed to save her, but he'd didn't have to worry. Another, smaller, flat-chested girl jumped down in front of her, deflecting the spear like it was nothing. Finally, here was proof that not every girl in this universe had massive breasts. Trenchcoat grabbed his spear and rushed the two girls. Ben didn't even bother, as it was obvious that another girl was going to surprise him again. And just like clockwork, lightning struck the ground in front of him. When the dust cleared away, a tall, raven-haired, and **very** buxom young lady stood by Rias Gremory.

"That hair." Trenchcoat finally realised who she was. "You're from the house of Gremory."

Rias smiled. "My name is Rias Gremory. And who are you? Other than a Fallen Angel."

Trenchcoat laughed. "Well, well. This town is currently under the control of the next head of the great Gremory family. So he's a part of your household I take it?" He pointed at Issei, lying down behind Ben. The bastard wasn't getting past him. "And what about the girl?"

"She is another servant of mine. If you bring any harm to them you will get no mercy from me."

"Hmph. I apologize for the misunderstanding. But I would recommend keeping a better grip on them. They might run into something less cordial than myself."

"I thank you for the advice. Do note, however, that if I catch you like this again you will learn the power of the house of Gremory."

"Despite your family's name the same can be said to you." He started flying away. "My name is Dohnaseek. I pray that we never again cross paths." And so he vanished.

Everyone now looked at Ben with suspicion. Ben, however, was prepared to defend himself. It always seemed that half the good guys had to fight him first.

"Listen well, Bri Tennyson." Rias said. "Issei is likely going to die unless I get him home and heal him. For now, do not engage any more Fallen Angels. At least till after tomorrow, when we have a talk with you and Issei."

Ben wanted to say no. He didn't know what was really going on. But Paradox's note said that Rias Gremory was an ally, and he trusted him. "Just make sure he survives again." Rias seemed surprised. "We already know that you brought him back from the dead before."

Rias nodded before grabbing Issei. Either he was lighter than he looked, or Rias was stronger than _she_ looked. "Don't worry. You'll see him again tomorrow."

Ben hoped he would. He didn't want another corpse on his conscience.

**Well, there's the first chapter. It's probably going to follow the anime pretty faithfully so no massive changes there. At least for now. Thinking of having things go differently against Riser.**

**So I decided to make Ben a hot girl, because every girl seems hot and sexy in this anime. And I'd thought it would be funny, placing a former guy into this kind of show. And those DVDs Ben found Kevin with were something… stronger than ecchi. I know there is no evidence he collects anime in the show, but Fate Stay Ultimate Master has Kevin wanting some anime and I just borrowed that fact. It's not like Gwen or Rook would watch them.**

**Finally, this is Ben from Omniverse. I'll probably include references to episodes that happen after I post this, so bare that in mind if things don't quite make sense later on. And I switch viewpoints every so often, so when Bri is called Ben or uses 'he' that is from Ben's point-of-view. Otherwise it's from other people's.**

**More next time. Peace.**


	2. Deals With Devils

**Here's chapter 2. I'm getting some good reviews for this story. So good, that my ego might explode from them. Thank you to everyone following and reviewing my story.**

**I've worked up a bit of a buffer, so I'm releasing a chapter every Saturday until I finish season 1. I might be on hiatus until season 2 is released in English, so fair warning.**

**Once again. I don't own, I'm not making money, all rights belong to their owners.**

**Now onto the story.**

Chapter 2: Deals with Devils

**(**/*\**)**

"Bri, we need to talk." Murayama stood in front of Ben's desk. Her tone made it clear she was the last person he wanted to see this morning.

Ok. Third-to-last person.

"What is it?" Ben nearly moaned. He was so worried about Issei that he had trouble sleeping.

"We've noticed that you've been hanging around with Issei a lot yesterday. I just want you to know that if he's blackmailing you in any way, you can always tell the Kendo Club and we'll kick his sorry ass."

"Wha? No. No, no, no. He's not blackmailing me. He just asked me if I could help him find his girlfriend." This actually set off every girl in class.

"Ha. Please. Everyone knows that Issei will never get a girlfriend. He was obviously playing you to try and get into your panties."

Ben felt annoyed by the comments. Yeah, the guy was probably a pervert and had probably spied on every girl here. But that didn't mean they could laugh at him. "I'll have you know he didn't even try. And he's actually a nice guy once you get past the perversion."

"Bri and Issei, sitting in a tree. K-I-S-S-I-N-G." A couple of girls actually went there. Honestly.

"We are **not** dating!"

"You're not dating who?" Just his luck, Issei walked in at that moment.

"Is it true that you and Bri are dating?" Murayama looked like she had just asked if they eat poo.

"Oh God no." Issei said, before seemingly realising that Ben might not take that well. "I mean, sure she's beautiful and sexy as hell. But she'd probably kick my ass to the moon if I tried anything. Last night a mugger tried to rob us and Bri pounded him into paste and scared him off. Bastard was lucky to escape alive."

Ben nodded. "I'm glad you're feeling better today. That guy gave you a bit of a thrashing." Everyone left for their seats, content that Issei wasn't blackmailing Bri. Now they'll probably gossip about them dating. "So. Did Rias really heal you?"

"Yeah. I feel better than ever. And of course we had to be naked for the healing to work." He actually started drooling and groping the air. "Oh man. Her tits were awesome. And I even got to see her pussy. I'm in Heaven right now." Ben punched him in the shoulder and brought that fantasy crashing down.

"You pig Issei. You're so obviously lying."

"Actually I **am** telling the truth. You can ask Rias herself. Anyway, why did those girls think we're dating?"

Ben sighed. "Because of how big a pervert you are, they think it's impossible for a girl to just hang out with you without being blackmailed. I mentioned that you weren't and that you were a nice guy and they thought that I love you. And before you ask, I'd…I'd like us to just be friends."

"That's ok. To be honest, Yuuma kinda killed my interest in dating, pun not intended." Issei looked so down that Ben had to try and cheer him up.

"You're not the only one who got hurt by someone you love." Ben said as he placed a hand on his shoulder. "When I was 10, I fell in love with a… guy named Kai. He was handsome, strong. Love at first sight. We got on well. That night, a werewolf started attacking the town. I helped to fight, cause I had this back then."

"You had that since you were ten?" Issei couldn't believe it. To have been able to do all that at such a young age. Bri was a real superheroine.

Ben nodded. "Anyway, it sampled some of the werewolf's DNA, but it transformed me at a slow pace."

"Making it seem like you were turning into a werewolf."

"Right. During that time, Kai spent even more time with me. We found out later that I could turn back into normal, and it turned out that Kai wanted to 'tame and train' me, like some dog."

"That **is** rough. A guy like that doesn't deserve you."

"Yeah, well. I got over it. And I bet there's a girl perfect for you. Probably as perverted as you are."

Issei laughed. "Yeah. And with a smoking hot body, the powers of a god and can protect me from evildoers." They both blushed in embarrassment when they realised Issei had pretty much described Bri.

"_God this is complicated"_. Ben thought to himself.

**(**/*\**)**

"So you really managed to hold off a Fallen Angel by yourself?" Ben was being quizzed by the school's 'hunk' Yuuto Kiba, who apparently worked for Rias. According to Issei, Rias was a Devil and was his master. Probably because she brought him back to life. He still wasn't sure if she had _really_ been naked, but Issei seemed excited enough. "I have to admit, that is certainly amazing."

"Yeah, we know." Issei grumbled. "All I did was get a spear to the stomach." He brightened up as he remembered this morning. "And got to see Rias' boobs."

"Lucky you." Ben said. "My first time involved creating a forest fire, taking out some robot drones, saving campers from a bigger robot, and finally rushing back home to give some bullies a wedgie." They finally entered the main room of the building they were in. Inside was the small girl from last night, eating some cake. She stopped eating when they entered the room, and seemed to pale when she spotted Ben.

"Koneko Toujou is a first-year and a valued member of the Occult Research Club." Ben looked over at Issei to see that, as expected, he was drooling away. Not too sure why. The guy seemed nuts about big breasts. They were all distracted by the sound of a shower. Issei's eyes were nearly falling out of their sockets he was staring so hard. And as much as he hated to admit, Ben felt a little flustered. Despite his new appearance he was still a straight guy. He enjoyed a beautiful girl as much as the next guy.

"_Well, maybe not that much."_ He remembered who exactly the next guy was.

"Your clothes are laid out Miss President." Another girl's voice came from behind the shower." Issei was shouting how he loved this club when Koneko interrupted him. "It's not polite to spy."

"Who is that?" The first voice asked. Ben and Issei turned again to see the dark-haired girl with the lightning standing by the window. "I didn't see you." As she walked closer Ben could almost hear the saxophone playing like in those 'movies' of Kevin's. "It's ok. I won't bite. You're the new members, right? It's nice to meet you." She bowed before looking at Koneko. "Aren't you going to say hi?"

"You scare me." She said, looking at Ben.

"Oh don't mind her. Everyone else here is super nice. I'm Akeno. I'm the Vice-President."

"Right." Issei said. "I'm Issei Hyoudo. And this is…"

"Bri Tennyson." Akeno interrupted. "Yes we know about her. You certainly handled yourself well last night."

"Thanks." Ben said. "I've had practice."

"Yes, we're very curious about your powers." Rias said as she came out of the shower. Thankfully for them, she was fully dressed. She had Koneko use some magic to show some scenes. Ben got very pale. They were all from the other night. When he had killed the creep and brought him back to life. When he used Lodestar's power to stop the robbers. When he went Upgrade to scare off the carjackers. And when he used Fourarm's power to fight the delinquents.

"Holy shit! You can do all that?" Issei shouted. Ben sighed. He might as well explain everything to them. He was working alongside them if he wanted to go home.

Well, maybe not **everything**.

"I'll explain, after you tell us what's going on. I'm tired of running around with only bit and pieces to go on. And I'll bet Issei's tired of getting stabbed all the time."

Rias smiled. "Very well then. Since you asked I'll be frank with you. I am a Devil. As in the beings of Hell itself. And the gentleman from last night was a Fallen Angel. Something entirely different from Devils."

Ben nodded. "Right. So Devils are from a Dimension everyone calls Hell. While Fallen Angels are a completely different species that came from a different Dimension that we call Heaven. The Fallen Angels did something worth banishment, and they set up shop in Hell. How close am I?"

Rias seemed shocked. "Well, apart from the Fallen setting up shop, you're pretty much spot on. Did you already know?"

"Nah. I'm just used to aliens from another dimension."

"Aliens?" Issei scoffed. "Like little grey men? C'mon Bri. Everyone knows that those things aren't real." Ben merely smiled before tapping the Omnitrix. Though he still went through the motions of using it, he had at least moved onto thinking about which alien he wanted. In an instant, Ben shrank down to the size of a small mouse. Everyone could only watch in amazement as Ben hopped and climbed up Issei until he reached his shoulder. They could see that Bri had turned into… a little grey woman. With short brown hair and big green eyes.

"I'll have you know, Issei, that the Galvans are the most advanced species in the known universe. Besides, the original definition of 'alien' referred to any lifeform that was not from the current location. Therefore, since Devils, Angels, and Fallen Angels are not from Earth, by definition they are in fact, aliens." Having said that, Bri hopped down from his shoulder, turning back to normal as she fell.

"If you look at it that way, then Bri's right." Rias said with a smile. "Anyway, the other big difference between us and them is that Fallen Angels still want to serve God. But their dark emotions have forced them into the Underworld. You can think of it as unclaimed land in Hell. But the confusion is understandable because they too walk the Earth, misguiding humans. They want to please God and hope to do so by wiping out us Devils and gain supremacy over Hell. It doesn't help that the Angels are sent down by God to defeat us as well, so we have to defend against both sides."

"That's… I'm sorry. I'm just having trouble following all this." Issei seemed pretty lost. Mind you, he hadn't been dealing with magic and aliens and time travel since _he_ was 10.

"Remember Yuuma Amano?" Ben knew Rias had hit a sore spot. Issei looked ready to punch something. "Of course you do. You dated for a little while, didn't you?"

"Where did you hear that name? And what does that have to do with anything?" Issei growled.

Rias threw down a picture of Yuuma. No doubt about it, that was the girl that nearly bulldozed Ben. "She's real, Issei. That was no dream. And she's a Fallen Angel."

"And how does killing Issei help please God?" Ben growled. The guy wasn't a threat to anyone. He just wanted a girlfriend.

"We're not too sure."

"And why doesn't anyone remember her? I talked to nearly everyone before I asked Bri, and she was the only one who remembered her."

"Wait." Ben had a thought. "The night before, someone or something tried to use mental magic on me. I always thought that someone kidnapped Yuuma and tried to make her disappear. But if she was a Fallen Angel…"

"Indeed." Rias seemed pleased by Ben's logic. "All three groups can erase and manipulate human memory. It usually is the best thing for them."

"Like when you made my parents think we sleep better naked and get better grades." Issei seemed surprised. So was Ben.

"So, Issei wasn't kidding? You actually have to be naked to heal him?"

Rias giggled. "Of course." She turned to Issei again. "After a Fallen Angel has completed their mission, they remove all memories and records of themselves from everyone around the target."

"Which brings me back to my question." Ben was getting annoyed. "Why was Issei a target?"

"Hold on." Issei seemed to remember something. "After she stabbed me she said some freaky shit about God and something sacred."

"Yes. You have the Sacred Gear."

Akeno took over. "It's basically a very unique and intense power that's found in a rare few. In fact, the only people I know of who have possessed it are historical figures. So you're kind of a big deal around here. Well, you and Bri."

Everyone looked at Bri now. "Now then. Will you explain about your Sacred Gear?" Rias seemed very nervous. Ben wasn't too surprised. They probably haven't really encountered alien life from other worlds. Hell, he didn't even know if any species in the Omnitrix were here. He was an anomaly.

"Well, it's not actually a Sacred Gear. This is the Omnitrix. An alien device made by the most intelligent being in 5 galaxies. Azmuth made this so that a person could see things from another species' perspective, and act as a vault for all DNA in the galaxy."

Issei looked amazed. "So, every form you use…"

"Is an actual species in my galaxy. I've used over 60 or 70 different forms, but theoretically there are over a million species in it." Everyone was shocked. Bri could become 1 million different forms? And all of them capable of fighting Fallen Angels at least?

Rias was right. With that device, Bri was on par with God Himself.

"Wow. Could we meet some of these species?" Issei was excited, but then again it's not every day you learn about aliens. Bri looked a bit sad though.

"Doubt it. I'm actually from another dimension, separate from any dimension here. According to a time-travelling friend of mine, some of your gods dragged me over to help you with something major. They even changed my form to make me look more 'sexy'."

"Damn. That's rough." Issei didn't know what else to say. How do you comfort someone who was as far away from home as you can get?

"It's not all bad. My friend said that they improved me. That means giving me the Master Control; the ability to have parts of my forms; and they've gotten stronger than before."

"That would explain why you killed that man and then brought him back to life." Rias said.

"I…I didn't mean to kill him. I just wasn't prepared for how strong I was."

"What's the Master Control?" Koneko asked.

"It unlocks every form in the Omnitrix, allows me to turn into them with a thought, and lets me stay as them for as long as I want."

Damn. With every sentence Bri seemed stronger and stronger. Rias was just glad that she was on her side.

"In fact, there's something I want to test out." Bri glowed with a green light, and changed into a shorter, white alien. It stood up to their knees, wearing what looked like a white bodysuit. There were cassettes on her legs and green circles on top of her hands. She had headphones attached to a backpack-like box. And on her chest was a strange symbol. Issei recognised it from her watch. Bri grabbed the symbol and turned it. Four spikes jutted out, and she changed again with another green glow. She was now back to her full height, and wearing a blue armoured bodysuit. She looked like a robot, with light-blue circles on her shoulders, arms, chest and legs. Two were placed in such a way that they seemed almost like breasts. Her head was shaped like a football and she lost her backpack.

"Cool." Bri said, her voice now sounding robotic. "I can go ultimate again. Those bad guys won't know what hit them."

"Ultimate?"

"Yeah. It's like… it runs a simulation of what the aliens would be like if they lived in a worst-case scenario for like, millions of years. Then it changes the forms to what they would look like and what new powers they would have." Bri turned back to normal in a flash.

I see then." Rias smirked. "Well, then. I am honoured to work alongside you Bri. Now we just need to see Issei's Sacred Gear. Please, hold up your left hand."

Issei looked puzzled. "Ok, but I'm not very good at catch."

"Close your eyes and think of the part of your body that is the strongest. Then focus hard on that strength."

"Wait. So we're doing this now? There's a lot of pressure."

"It'll get easier if you focus."

"Alright. Focus, focus, focus…" Issei almost seemed to seize up.

"Very good. Concentrate. You can do this." Personally, Ben thought Issei could focus better if Rias wasn't flashing her black panties at him. Part of him thought that she did it on purpose.

"I think I can!" he moaned. "I'm trying! Uh, focus!" He collapsed on his knees. "I can't. I'm a weak soul."

"You're not weak at all. It's just a little hard right now."

"He might do better if you weren't flashing your panties at him." Ben said frostily. "I could see them from here, never mind where Issei was standing."

"Are you sure I have that power? I'm not that cool like Bri is."

Ben laughed. "I was the school loser before I got the Omnitrix and it was actually a complete accident I got it at all. Just because you don't think you're good enough doesn't mean you can't have a cool power."

"Besides, a Fallen Angel found you threatening enough to try and kill you." Rias said. "It's not a mistake."

"Yeah? So those pawn pieces were what saved me? How'd you even find me in the first place?" Rias merely picked up a flyer with a pentacle on it. "Hey, that the flyer that weird girl gave me before my date."

"This is a Devil summoning ritual. When you were dying, your thoughts activate it and summoned me to you." Issei seemed to blush, and Ben had a good idea what _thoughts_ he was having about Rias. "And so, that day you were revived and reborn as an honoured member of the House of Rias Gremory. Daughter of the great and powerful Devil, the marque of Gremory." Two large bat wings somehow appeared behind her. "Which means you are now my Devil servant."

Akeno giggled. "Isn't this exciting? You're one of us now." Everyone else besides Ben grew the same bat wings as Rias. Even Issei.

"We're glad to have you both here, Issei and Bri." Rias said. Bri thought about it for a moment, and then a green flash lit up the room. When Issei could see her again, she looked exactly the same but with the same wings as the rest of them.

"When we met the second time, my Omnitrix must've sampled your Devil DNA. Guess that makes me a member of the club."

"The way this works is that we grant power to humans for a price we both agree on and then seal with a pact."

"So you use magic to barter for souls." Ben summed up. He guessed that as long as the humans liked it, he couldn't really just stop it because he felt uncomfortable.

Rias nodded. "We used to use magic circles, but that got too complicated. So nowadays, we make house calls and personal deliveries." Ben started laughing.

"Hi Hell. I'd like one large serving of power, with cheese and bacon on top please?"

"Well, since you find it so amusing, you can escort Issei to his house calls." She turned back to Issei. "Ordinarily we'd have a messenger demon make the runs, but it might benefit you to learn what goes into this job. If you do well, you might be able to get a few servants of your own to help out in any way you like."

"I'm into that. I can use some servants."

"Like I said, that all depends on your efforts."

"Let's say that my efforts are 'awesome'. Does that mean my servants have to do everything I tell them to?"

"That's right." Ben didn't like where this was going.

"And they're mine so I can do whatever I want to them?"

"Yes." Ben _really_ didn't like where this was going.

"You know what that means, right? It's going to be sexy time!"

As Issei learnt the hard way, nothing derails your thought faster than being punched out by a Crystalsapien.

**(**/*\**)**

"I've finished my delivery!" Issei yelled out as he entered the room. Despite his healing, Bri's fist was still imprinted in his cheek. Rias hopped out of the shower again, right in time for Issei to see her. She had to have been doing it on purpose.

"That's good. Now I have another job for you. Koneko has double-booked with two summon requests, and won't be able to make it to both. Take one of them and get some practice."

"That'd be super-rad." It was weird, hearing that being said in a monotone voice.

"And take Bri with you, work out your differences. You made such a cute couple."

Bri huffed. "We are not a couple."

When they tried to use a transportation circle to get there, something about Issei made the whole thing short out. Luckily for them, Bri had a form that could get them there at a good pace.

Unluckily, it wasn't the most comfortable way.

"Ok, Bri? I know you're a blind orange dog-thing, and it's probably sheer luck we haven't crashed yet. But I swear you're trying to buck me off on purpose." Bri only growled. Her current form looked like the hybrid of a gorilla and a very big dog. She didn't have eyes of any kind, but she was somehow able to run at full speed without crashing into anything. On the downside, she couldn't talk, so Issei had to make some educated guesses on what she was saying.

"Look, I'm sorry about my plan to have a harem. But I'd bet you'd be jumping with joy to have a harem of hunky guys." He yelled as Bri shuddered so much she nearly lost her footing. "Ok. Maybe not. A harem of girls then?" Issei started drooling as he imagined Bri naked in bed with hot girls. Bri nearly threw him off again.

Eventually, they made it to the flats their client lived in. When Bri turned back, she rubbed her back like it was sore.

"I'm gonna have wash that area after this." She muttered. Personally, Issei thought she was over-reacting. It wasn't like he jizzed his pants or anything.

"Bri. Does me with a harem _really_ bother you that much?" Maybe she did have a crush on him, and was jealous about it.

"If… if you have your 'harem', and they say no to anything, you aren't going to force them are you?" Issei felt like puking.

"What? No, no, no. Bri, I'm not that kind of guy. I'd only choose girls who want to, who agree to do so. I won't force any girl against their will." No wonder she seemed to hate him. She probably thought he was going to rape his harem. As if he'd ever stoop so low.

Bri looked at him for a bit, before smiling and giving him a hug. Issei thought he was in Heaven as her boobs squished against him. "You're so nice. Biggest pervert I've ever met though."

**(**/*\**)**

"Mr Morisawa?" Issei knocked on the door again "Devil's knocking at your door. Open up." It didn't take long before the guy opened up. He looked like a Hikikomori with his long hair and scruffy shirt. (That's someone who spends all their time inside their room without ever going out.) He didn't spare a glance at Issei, but was firmly glued to Bri's figure. Issei decided to get his attention before Bri did something they'd all regret. "Ah hey. Devil down here, I know she's sexy and all. But we need to make a pact."

The man closed the door again. "Go away."

"But wait, I'm really a Devil!" Issei panicked while Bri did a face palm. "You summoned a Devil and I'm here to hook you up."

"Since when does a demon come in through the front door?"

"Uh… Tonight's your lucky night?" That sounded pathetic, even to him.

"Screw you. I'm not an idiot. I know how this works. Koneko always appears out of the magic circle on this flyer. She's the one I called for, now get off my porch."

Issei felt like crying in frustration. "Look I tried ok? And it didn't happen. I don't know why. All they said was that I had to get here and I did!" He fell to his knees. This wasn't how things were supposed to go. He was supposed to do some primo work and in a few days he'd have a harem.

"Look pal." Bri shouted through the door. "Koneko accidently had two pacts at the same time and we offered to cover this one. Now open the door, and make your wish so that we can get back to other, more important things."

The guy opened the door again, staring at Bri's tits for a bit longer. "Ok fine. You can come in. But only as long as you come in too, Girly."

"My name is Bri." She didn't seem happy as they entered. At least Morisawa made them both some green tea. His place was filled wall-to-wall with anime and manga.

"Alright then, so if you're the demon then who's she?"

"I'm his bodyguard. I make sure he gets to and from his work safe and sound." The guy smiled.

"And apparently, get him inside the house with your tits."

"Hey, leave her alone." Issei said. Rias would probably kill him if Bri punched out their client. "This is my first time."

"Well if you're gonna be the stand-in you need to prove yourself. Show me what cool devil tricks you got."

"Devil tricks? I don't know. What does Koneko usually do?" Morisawa smirked before pulling out a girl's uniform. It looked like it came from an anime of some kind.

"Cosplay? Save the Princess?"

"Are you freaking kidding me? You summoned a demon just for that?" Bri looked even more annoyed

"Damn straight I did. I've been looking everywhere for another cute young thing to sweep me off my feet on a weekly basis. But unless I want to grab one off the street…"

"Yeah, I see your point there." Issei couldn't believe that _this_ is what Koneko did every week.

"And no offence to you Beautiful, but my Cosplay outfits are for petite girls. I doubt we could fit this around one of your tits."

"From the look of every girl I've met so far I thought petite girls were endangered or something." Bri deadpanned.

"I know right? So what can you do for me?"

Issei thought about it for a bit. This might be a good chance to try again. "I know." He stood up straight and pulled a dramatic pose. "KAME HAME HA!" And as he kinda expected, nothing happened. "I'm sorry. I can't do anything cool. Bri's the one with the cool powers." Morisawa turned to Bri, who sighed and used a partial transformation. Her arms grew more muscled and bright red as another pair sprouted from underneath her arms. Soon she stood there with four strong arms hanging by her sides.

"Cool. But you my friend." He turned to face Issei again, Bri forgotten about. "You are clearly a fan of the Z. Or so you think." Issei was confused by his change in words. "But all you've ever seen are the reruns. My generation caught it all first look." He opened a wardrobe to show it was filled to the brim with videos. "Observe. All first additions."

"Who cares if you saw it first? That doesn't mean a thing." Morisawa growled. "I've got all the special-edition ones so you can suck it."

"Hah." Morisawa laughed. "Of course you don't understand. I remember it came on every Wednesday night. I'd have my buddies over and we'd watch it live. No DVRing this shit, we caught the first fresh hit of fusion-awesomeness."

"Well when my friends and I played in the park we'd call ourselves the names of the characters and turn it into a battleground!" Issei said hotly. "And if you don't believe me I can still pull a Koku and go super dragon on your ass."

"I'd like to see you try, you piece of useless pansy!" Morisawa shouted back.

"Enough! Both of you. You're acting like children!" Bri shouted, her hands made of Lego and pushing the two away. "Besides, Sumo Slammers is way better."

"Sumo Slammers?" Issei had never heard of that. But then again, Bri was from another dimension. She merely smirked. With a green flash, she turned into a tall, humanoid blob-thing. She had a white front and her back was black with green lines on it. She also had a green circle for an eye. She changed shape until she was a massive, futuristic TV.

"Ready to watch the coolest show of all time?" She asked, her voice sounding very computerised. Two sumos appeared on her screen as a theme song started playing. Morisawa and Issei sat down to watch. It's not every day that you get to watch a show from another dimension.

**(**/*\**)**

"That was actually really good, Bri." Issei was saying as they walked back. They could've gone faster, but Issei wanted to talk a bit with Bri about the show. "But I still think that Drag-So Ball is better."

"Oh, it's such a tragedy when philistines can't recognise true art in this day and age." Bri retorted in a melodramatic way.

"It was a little… unrealistic."

"That was pretty standard for my dimension."

"Really? You've dealt with a shapeshifter trying to destroy you? Or destroyed a near invulnerable monster by bouncing around inside it? Or dealt with your evil twin and banished him to another dimension?"

"He's now my best friend, it happened when I was 10, and I only sent the second evil twin to another dimension." Bri counted off on her fingers.

"You're shitting me! You really had an evil twin?"

"Yep. He even had a knock-off Omnitrix of his own."

"Wait. He? How can he be a twin if he was a guy?" Bri looked a little panicked.

"Well… I never really said he was an _exact_ twin. He was more like an opposite sex twin."

"Huh. Do you suppose he was a big downstairs as you are upstairs?"

"Dear god. Why did you have to put that image in my head? Are you trying to traumatise me?"

Issei started laughing. He might not had made a pact, but he enjoyed spending time with Bri. She was smart, strong, funny, and she was a real superheroine. Not to mention her killer body. They stopped laughing as a familiar sense came over them. Turning around, they spotted another Fallen Angel.

This one was another lady, with breasts so big they were barely fitting into her jacket. Her hair was a dark blue and she had the longest legs Issei had ever seen.

"What a surprise. You're not what I thought, but I certain you were the ones I was meant to find. My name is Kalawarner and I have been sent to destroy you both." Why was it that all the really sexy ones wanted to kill him? Why couldn't they just want to sleep with him? Was that too much?

"Three assassination attempts in three nights." Bri sighed as her arms turned into purple rocks again. "Maybe you guys should take that as a sign that you suck at your jobs?"

"Why are you two still alive?" A lance of yellow light formed in her hand. "They were supposed to have taken care of this already!" Issei instinctually dodged as Bri absorbed the lance again. The Fallen Angel seemed to start as she saw Rias' crest on his hand.

"So you're the one Dohnaseek mistook for a stray. My, my. Isn't that interesting? The fact that you are both members of the Gremory household only makes it more important that you two be destroyed." She charged forward and Bri got ready to meet her. Issei felt stupid. Here he was lying on his ass all because he couldn't use his great power. If he just focused…

Or if he tried the moves from Drag-So Ball Z again.

"FOCUS!" He yelled. This time, a green light glowed from his hands as his wings sprouted. A strong wind blew as a red cover formed on his hand. Issei yelled as a green beam fired from him at the Fallen Angel. She yelled as she got blown away. Issei could only stare at his hand. He had done it! He had manifested his power.

"Is that… the Sacred Gear?" Kalawarner stuttered. Issei looked up to see that his beam had blown her clothes apart and her breasts bounced as she flapped. "I've got better things to do. I'm going to let someone else deal with this crap!" And she flew away, giving Issei a good view of her ass. But Issei felt confused. His gear was a red gauntlet, covering just from his wrist to his elbow. It was completely red, with a green jewel in the centre and gold spikes at the front.

"So what's the Sacred Gear? Hey Bri. What do you suppose…?" Issei stopped, shaking. Apparently, it wasn't just the Fallen Angel who got caught in the blast.

Bri stood stark naked, trying to cover herself with giant green flippers. But they barely covered her breasts. And she looked even more pissed than when Issei talked about his harem.

"Uh… Sorry?" Issei said weakly. All Bri did was sprout blue wings and covered herself while yelling in rage. As it turns out, being slapped by giant flippers is really painful.

**(**/*\**)**

"Congratulations, Issei." Rias said. "You found it."

"I don't feel like congratulations." Issei said. Or at least tried to. His mouth still felt too numb to say much.

"Now that it's been activated, all you have to do is decide when you wanted to turn it on or off." As Issei thought about it turning off, it vanished in a flash of light.

"I'm so proud of you Issei." Akeno squealed.

"Thanks."

"However." Rias interrupted. "This does put me in a strange position. The Fallen Angels now know, not only that you're still alive, but that you've been reborn as one of us. Which is bound to make things more complicated around here."

"Sorry."

"I know that it was just an accident that you ran into her, but don't get carried away now that you've unlocked the Sacred Gear and try to fight them alone. That's disrespectful to the rest of us."

Issei sighed. "I understand. I'm gonna go home now. I'm tired."

"By the way." Rias mentioned. "How _did_ you get so beat up?"

"Uh, well…" Issei didn't want to rat out Bri. It was kind of his fault she lost her clothes in the blast. He was trying to come up with a convincing lie when Bri came out from behind the shower curtain. She had used Clockwork's power to restore her clothes as they were before his blast affected them.

"It was my fault." She said. "Issei's Sacred Gear somehow blasted the Fallen Angel's clothes off, and I got caught in the blast. I was so embarrassed that I started wailing on him for no good reason." She walked up to Issei. "I'm sorry for my behaviour."

"It's ok Bri. I'd probably go nuts too if my clothes got blasted off. And I really should've watched where I was aiming it."

"Well now, looks like we're all friends again." Rias said. "But try not to attack your own teammates, Bri. But given how well you two get along when you're not trying to kill him, I'd like it if you could continue body guarding him at all times."

Bri nodded. Issei felt relieved. He really liked spending time with her. And the others will be so jealous that the school's newest idol is his best friend.

Things were looking up again.

**(**/*\**)**

"You don't think Rias is still pissed off at me, do you?" Issei asked Bri. "I mean, I didn't actually get a pact last night."

"I think she'll get over it. Koneko probably had trouble getting a pact the first time too." That cheered him up. Yeah, Koneko had to be a newbie too at some point. They were both distracted by a girl's cry and a thud. Issei felt like he was in heaven when he turned around.

Pure white panties. The sun was glaring of pure white panties right into his eyes. The girl they belonged to wriggled a bit as she tried to stand back up.

"Oh no." She wailed. "I looks like I fell down again. I'm such a klutz." Issei felt pain as Bri slammed her foot down on his foot. The girl managed to sit up and look at them. She was a blond-haired foreigner, dressed in what looked like a church robe. A cross dangled between her modest breasts.

"_Whoa."_ Issei thought to himself. _"Who's that?"_

**Poor Bri. Her third day here and she already lost her clothes. Hopefully things will look up for her from now on.**

**So yeah, Ben's a chivalrous guy. You give him a harem and he'd probably do nothing untoward with them. He's not exactly a fan of Issei's dream, but he's had stupid dreams too.**

**I brought up Sumo Slammers because Ben is a huge fan of it, and I couldn't resist. I just made up some plotlines for the show and thought it would be funny to have Ben done exactly the same things in real life.**

**Next chapter, Bri and Issei meet a holy nun. What happens when they all collide? Find out next week.**


	3. The Nun and the Exorcist

**Well here's the next chapter. I hope I've written it well. Thanks to everyone following this story. It makes me feel awesome.**

**Once again, do not own. Not making a profit. Ben 10 and Highschool DxD belong to other people.**

Chapter 3: The Nun and the Exorcist

**(**/*\**)**

No doubt about it, this girl was pretty cute. She wasn't massively curvy like Ben was, or so blatantly sexy like Rias. If only she hadn't flashed Issei like she had, even if it was an accident.

"Or I can act like a gentleman." Issei said to himself. "Hey there. Are you alright?" That was something Ben liked about Issei. Deep under all that perversion he really was a nice guy, and really cared about people's feelings. But Ben meant that as a friend. It wasn't like he had a crush on the guy, they were both dudes.

And now he was trying to justify it to himself. He needed to get a grip. But he was distracted as a white shawl blew into his face.

"Oh thanks Bri. I almost thought I'd lose it."

"Uh… glad to be of assistance." Ben mumbled. He had to get a very firm grip. Someone could've attacked Issei and here he was, too busy trying to explain that they weren't dating. His life sucked right now.

"That was very kind of you both." The new girl said.

"Please. It was nothing. Hey, what do you say? The weather is pretty nice out here, am I right?" Ben wanted to groan. The weather? That's what you talk about when you've got nothing to say.

"Um. I'm sorry. But I'm a little bit lost. Do you think you two could help me out?"

"No problem." Ben said, grateful that _something_ had come up to keep his mind on track. "Though I should warn you, I'm kinda new around here myself. But Issei's lived here his whole life."

"Oh thank you so much." Her green eyes sparkled. She picked up all her stuff, put them back in her suitcase, and followed Issei as he went along without knowing his destination.

"My name's Issei Hyodo." He was saying. "And this beautiful lady is Bri Tennyson. She transferred over from America."

"I'm Asia Argento. It's so nice to meet someone as kind as you two. Now, do you know where the church is?"

"Yeah, it's pretty much this way. Follow me." At least this time they all knew where they were going.

"So, um, Bri." Asia said. "How is this place compared to America?" Hoo boy. Did she choose the wrong question. Ben didn't know anything about this dimension's America. It could be almost exactly the same as home, or it could be porno after porno over there.

"Oh, well. It's… nice to go somewhere new. My folks always wanted me to spend time anywhere other than home." Ben quickly decided to steer this conversation elsewhere. "So, Asia. Are you a tourist?"

"Oh no, not at all. As a matter of fact, I was just assigned to serve the church in this town."

"Right. You're a nun then." Issei said. "Guess that explains your uniform." Issei seemed to look away from Asia. That was odd. It was clear that Asia was totally his type from the way he drooled over her panties. Maybe Devils feel uneasy about nuns? Their holy items may have some kind of magical or psychological effect on them.

"Is everything ok?" Asia seemed so worried you'd have to be cruel to say 'yes there was'. And Issei was already denying anything was the matter. They walked for a bit more until they heard a child crying. He had tripped and scraped his knee. Asia ran over and started comforting the kid.

"A big boy like you shouldn't cry over a scrape. Don't worry. You're gonna be fine." She said in a soothing voice. She held her hands over his knee, her ring lighting up with a green glow. As Ben and Issei watched, the scab healed over until it was like it was never there.

A Sacred Gear. That's what it was. Ben could think of a few bad guys from his dimension who'd love that power. Issei started clutching his hand, the one with his Sacred Gear. Maybe two Gears cause a painful feedback or something? It was so annoying how little he knew about this kind of stuff. And he bet that everyone would think that the Omnitrix was a Sacred Gear too. Not that they were entirely wrong.

"You see? There's no reason for you to cry at all. You'll be just fine." She remembered that she had company. "All done now. Sorry." She said to Issei and Bri.

**(**/*\**)**

"You must be surprised." Asia said after they had walked for a while without saying anything.

"Oh, no. Not at all." Issei said. "That sure is a pretty nifty power you've got there though."

"Thank you." Asia smiled. "I consider it to be a gift **and** a blessing." Seemed to become a bit forlorn. "Truly, it's wonderful."

She looked up and smiled. "Hey, there it is." Ben looked up as well. Far in the distance was the local church. They had been so distracted by talking that they had almost missed it. "Thank goodness I found it. That's a relief."

"You know, it's weird." Issei said. "I've seen anyone up there. Not a single person." Ben found that really weird. He'd read about how Christianity wasn't as popular in Japan as it was back home, but you'd think there would be some people going there every now and then.

"Let me thank you both properly. Would it be a problem for you to come inside with me?"

"I can't Issei said in a hurry. He was shaking. "The thing is, I have somewhere to be."

Asia looked sad. "Oh, that's ok." She smiled again. "I should go too. Thank you for helping me find it."

"Don't worry about it." Ben said. "We should hang out sometime. Just the three of us, exploring town together."

"I'd like that Bri. But you don't think I'd be a third wheel?"

"Third wheel? Why…?" Ben nearly froze up. "Oh, no. No, no, no. We're not dating or anything. We're just good friends, that's all."

"Well, we'd better get going." Issei interrupted. Probably to stop Ben's head from exploding. Have a good one."

"Thanks. You two have a good one too." Issei and Ben walked in silence for a bit, with Ben trying to stop blushing. Goddammit, is this going to happen every time people thought they were a couple? It was annoying.

"She was really nice, wasn't she?" Issei asked.

"Yeah definitely." Ben agreed.

"But why did I have such a weird reaction to everything today? First her cross, then her Gear, now the Church building? What's up with that?"

"Well, the church is the house of God. And Demons were said to be against God. Plus Rias confirmed that Heaven was at war with Devils. Maybe it's like a barrier or weapon? Easy way to defend against the enemy if you just needed to place a few crosses and say a few prayers to set up a barrier."

"You think so? That's very…"

"Cunning?" Ben offered.

"Yeah. Let's go with that."

"Do you think Rias would let us see Asia?"

"Of course she will. She'll always say yes to us."

**(**/*\**)**

"You must never go near the church again, you two." Rias said, with a final tone. So much for that idea.

"Why?" Issei asked.

"For Devils like us the church is enemy territory. Simply setting foot inside would cause major problems for both Angels and Devils. Surely you could sense that _something_ was telling you to be careful?"

"Oh. So that's what it was. But what about Bri? She's human. The church can't say she couldn't enter."

"But the fact that Bri works for a Devil could be enough reason to see her visit as ulterior. Just being near a member of the church is risky. What's even more dangerous is that some members of the Exorcists use Sacred Gears. I don't want to see either of you getting hurt."

Translation, she didn't want to see _Issei_ getting hurt. Not that Ben was being egotistical, but he already proved that he could defend himself. Issei, however, had only just unlocked his Gear last night. We don't even know what it does, other than blow away clothing.

"Issei?" Rias asked in a soft voice.

"Yeah, I'm listening."

"Just know that if a Devil receives a Devil Purge it is utterly annihilated. Nil. The end of the line. They can feel nothing. They are gone forever. You can never come back from that."

"And they consider that justice?" Ben growled, angrier than ever. "I mean, sure there have probably been some Devils that deserve that. But you can't judge an entire species on the actions of just one member. And nothing can justify killing them in such a way."

"I know Bri. But we can't stop that. The best you can do, is make sure Issei never gets hit with that. I want you both to be careful."

"Sure." They said at the same time.

**(**/*\**)**

"Well, great." Issei moaned. "I've pissed her off again. Seems like I'm always doing something." Ben watched as he placed more flyers in his bag. They found that people were far more willing to accept them when _he_ handed them. Guess no one can resist as sexy girl.

"She's not angry at you. She's just worried." He explained. "You've already died once, and I don't think she can bring you back a second time."

"What about your powers? You brought that douchebag back."

"But I might not always be here. I might be on the other side of the city. And it's always harder if the something's been broken for longer." He sighed. "Though I would've liked to have seen her again. She reminds me of Jules."

"Who's Jules?"

"Oh, right. I never told you did I? Well, Jules is my… ex-boyfriend. It was kind of hard, dating a world-famous heroine. And I kinda let the fame go to my head. Made some bad calls. Didn't really spend as much time with him as I should've. And during our last call, I was playing online and this guy was kicking my ass. Not the best time to talk to your significant other."

"Ouch."

"I know." Ben still cringed over that call. And that it took him meeting Julie's new boyfriend to realise what happened. "But after we met up again, we agreed to just be friends. Sh…He's probably happier with someone else."

"Aww." Akeno interrupted. "That's so sweet."

"Ahh! Don't sneak up on us like that." Issei jumped.

"How…how long have you been listening in?" That was a private conversation. These girls didn't seem to know private if it hit them on the head.

"Long enough." Rias opened the door just then, and seemed surprised to see Akeno.

"I thought you'd gone home for the day."

"We'd just received the message from the Archduke." Akeno seemed very serious.

"The Archduke?"

"It was urgent. A stray Devil has been causing trouble nearby."

Rias looked very grim. "Everyone, move out. We need to stop this now."

**(**/*\**)**

It was Yuuto who explained to Issei and Ben what a Stray Devil was. They had originally worked for a Devil as a servant, much like Yuuto, Koneko, Akeno and Issei. But every now and then they rebel and kill their master to gain freedom. _This_ stray had decided to take up residence in an abandoned house, tricking people to come in and then eating them. It was all Ben could do to not go Way Big or Atomix and turn the place into a smoking crater. He merely settled for one of his mid-level forms. Everyone watched as Ben turned into Snare-oh. She now looked like an Egyptian mummy, with papery fingers and toes. She wore a kilt-like skirt and a collar/wrap garment covered her shoulders and her ample chest. She wore black bracers and greaves with green lines at the joints, and her head was made of a Pharaoh Hood and fake beard. What was visible was made of more bandages.

They entered the ruined building. From the entrance decor, this place was an exhibit of some kind. There were plenty of broken and stained areas, but how much of this was for display and how much was from the Stray were hard to tell.

"Issei, Bri." Rias called out.

"Yes Ma'am?" They said at the same time.

"Are you familiar with a game of chess?"

"Yeah, sorta." Issei said. "I've played it, but I totally suck."

"I'm not much better unless I'm Grey Matter or Brainstorm." Ben said. Gwen used to own him whenever they played.

"As the Master, I'm the king. My empress is the queen. My cavalier, the knight. My tank, the rook. My clergymen, the bishop. And my footsoldier, the pawn. Devils with title of Nobility grant the characteristics of these pieces to each one of their servants."

"That sound kick-A." Ben agreed with Issei. By giving someone strong the position of rook, you'd make them tougher. But if you gave the same person a different piece, they'd have a different advantage.

"We have a special name for them. We call them our Evil Pieces."

"Do you guys even _try_ to convince people you're not actually monsters?" Ben deadpanned.

"We've kind of given up on convincing people. You can't undo millennia of stereotypes."

"Yeah, yeah. I know." Ben looked around a bit more. "So, you're telling us this because you want us to see what the pieces can do."

"How do you figure this stuff out so fast?" Issei sounded almost jealous."

"I've had six years of weird stuff. You get used to this pretty fast."

"It's here." Koneko said suddenly. The heard a slight thumping noise.

"Now what could that foul, faecal smell be?" A sultry voice echoed everywhere. "Mm. Something smells quite delicious as well. I wonder if it tastes sweet, or bitter." A tall, buxom woman walked round one of the pillars. Ben was annoyed to see that she _still_ wasn't as big as him. But he quickly noticed the monster she seemed attached to.

"I can see big boobies" Issei yelled. Ben rolled his eyes, grabbed his face and made him look further down. She was attached to some massive, black-furred thing. It had large red claws attached to giant legs the same colour as her skin. It quickly made her look much less alluring.

"Viser, you wretch." Rias sounded angrier than they had ever heard her before. "You betrayed your master and ran away to fulfil the lustful wants and desire that have consumed you. Your sins are worthy of a thousand hells. In the name of the great Marquee of Gremory, be gone or meet your death!"

"Oh just give it a rest, you little slut. You always have had it in for me. You're just jealous because your breasts will never be as luscious as these." And she actually started groping herself. Issei was going to have a field-day with this.

"The only slut around here is you." Ben yelled. "Though I suppose I'd be angry too if I couldn't get any ass. Guys must get scared off by that freak between your legs."

"This is your final warning." Rias continued. "Go back to your master now."

"Let me give you and your team of whore my answer." Viser said as she rose to her full height. Ben could now see a snake head coming from her rear. She must be part chimera or something.

"Whoa." Issei said. "She's got a really nice rack though. Seems like such a waste. Why do I keep getting attacked by big-tittied women?" Ben and Issei noticed runes forming around her nipples, which started stretching outwards. "This is not good." Issei stated as Viser laughed. Her nipples started glowing and she laughed louder and louder. At least until Ben used his bandages to bind her legs together and tripped her up. The lasers missed completely as she toppled over, melting holes in the walls and floors.

"Kiba." Rias yelled. To the unexpected it looked like Yuuto vanished. But Ben had been speeder aliens long enough to know that he was just moving at speeds too high to see. As Viser broke free of the bandages, Yuuto reappeared and sliced off her front legs. As she screamed, Ben noticed that she wasn't that pretty anymore. She had large bat-like ears, numerous fangs, and solid-black eyes. Koneko stepped forward just in time for Viser to open a massive mouth between her legs. It snapped shut on her.

"Koneko!" Ben yelled, only to feel Rias' hand on his shoulder.

"It's alright." She said. Viser started grunting as the lower mouth started opening. Ben and Issei watched as Koneko forced the mouth open, showing her unharmed, but definitely in need of a new wardrobe. "In the game she is my rook. He attribute is simple. Unparalleled strength. That won't even put a dent in her."

"See you on the flipside." Koneko said as she ripped all the teeth out and threw Viser through a pillar.

"_I get it."_ Ben thought. _"The rook is strength and toughness, like my stronger aliens. And the Knight is speed and agility, like XLR8 or Jetray. The Bishop must then be a caster of some kind. But what does the Queen have?"_

"Akeno."

"Oh is it my turn? How exiting. I so love this game." Akeno seemed way too cheerful about fighting this Stray Devil. Ben heard Issei shout, and turned in time to see him punch out a still moving appendage with his Gear, saving Rias. A good thing too. If he remembered chess right, the game was over if the king bought it. He quickly used some bandages to tie the limbs tightly together, causing them to actually bleed. Guess even Snare-oh's bandages were stronger than before.

"Akeno. Finish her off."

"I've got news for you." She giggled. "You're not the only one who loves to play rough here. So let's you and I have some fun." Lightning sparked from her hands.

"Akeno is my queen. Her attributes are a perfect combo of all the other pieces. She's simply unbeatable."

"Tough girl. Not ready to give up yet?" Viser only groaned in pain. "Goody. I get to play some more." Akeno blasted Viser with a powerful bolt of lightning, looking as though she got happier the more Viser screamed.

"Her weapon is a dark magical power. And that's not all."

"This violence. It's making me so hot." Akeno moaned with pleasure.

"She's _really_ into S&M."

"Is this as good for you as it is for me?" She moaned some more.

"Better make a note, Issei." Ben said. "Do not get into foreplay with this girl."

"I'll… keep that in mind."

"Akeno." Rias said. "I think she's had enough." The lightning stopped, and Viser dropped to the ground like a sack of bricks.

"Aw, already? I was just starting to enjoy myself." Viser was just lying there, smoke curling from her charred body. Ben had electrocuted enough enemies to know that she was pretty much down for the count. Rias stepped closer, probably to administer some punishment.

"Any last words before we finish this?" She asked.

"Go to Hell." Viser growled out. Considering that Rias **was** from Hell, that probably wasn't that threatening to her.

"Alright then. How about we get it over with then." A red magic circle formed right in front of Rias. "Game Over." Black-and-red lightning crackled out of the circle, engulfing Viser completely. As it changed into a green light, Ben saw that Viser had been completely destroyed. He'd better not piss off Rias then. He wasn't too sure that even Swampfire could survive that.

"Wait a second." Issei said. "What am I? What chess piece? I'd just like to know how I fit in. Am I knight, or something badass like that?"

"You're a pawn."

"But I don't want to be a pawn." Issei whined.

"Well, I'm sorry. That's what you are."

"But that blows. Bri's not one of us, and she could still play any role."

"Being a pawn isn't the end of the world, Issei."

**(**/*\**)**

Ben could tell that Issei was still sulking over his position. Couldn't really blame him though. Pawns usually got their asses handed to them in the first few moves. But if he remembered the last time he played as Brainstorm, the pawns could become a stronger piece if you got them to the other side of the board. Maybe pawns did something like that in real life too. Rias would know more. He pulled up in front of a flash modern house. This was their newest customer. He was already thinking over his speech about how 'he wasn't for sale'. It kinda got annoying how sexy he looked.

"That's weird." Issei was saying. "It's unlocked." Ben had disturbing images of a love bed ready and waiting for them.

"Things might be different here, but that usually meant something bad back home."

"Hello. I'm the Devil sent by Lady Gremory." Issei called out. "Is anybody home?" Issei stopped to smell the air. "Oh God. What's that smell? It's like a sewer."

"Sorry." Ben said, one of his arms turned into Swampfire. It now looked like it was made from a plant, with a flame held in his palm. "There's a reason I call this form _Swampfire_."

"No kidding." Everything _looked_ normal enough in the entrance hall. But Issei seemed to shiver just like when he saw the church. "If you're home, please say something."

"Something's wrong. We should call Rias and let her know."

"But she said to bring back a pact. I can't go back and disappoint her." Ben sighed. It was clear that Issei was going to enter the spooky building.

"Fine. But if you see anything weird, you call for me immediately." The rest of Ben became a tall plant-woman, with a head that almost appeared to be on fire.

"Don't be totally freaked out, but we're coming inside." They entered the living room, which had been filled with lit candles. "Nice of them to set the mood. Can anyone hear me?" Issei yelped as he stepped in something wet and dark. Ben got very worried. He crouched down and held his flame closer to see that it was…

"Blood. And lots of it." Ben was very worried. This looked like way too much to survive. Was it another Stray Devil? Or even a Fallen Angel again? Ben held the flame high to see a corpse over by the far wall.

"Holy shit." Issei whispered, looking very green around the gills.

"Punish the wicked." A man said from the couch. "Words to live by. Yes. Wise advice to heed from a holy man." He turned around and Ben got creeped out. The guy was actually waving his tongue around like a maniac. "Well, well. A Devil and his pet plant-monster. You both just wandered into the wrong house." He got up and bowed. "Freed Sellzen, at your service. And you, boy, must be the scared little pussy this priest is going to exorcize." He actually started dancing. No doubt about it, he was insane.

"You bastard." Ben growled. "You killed innocent people." He was interrupted as Freed pulled out a pistol and shot him in the head.

"Oh shut up, you freak. Once this man summoned your master, it was clear he wasn't human anymore."

"Bri!" Issei looked like he was having a heart attack. He visibly calmed down as Ben's head grew back with an annoyed expression.

"Ooh. Looks like I'm going to need to chop you up into _really_ tiny pieces." Freed pulled out a hilt that extended into a sword of light. Ben smirked as he changed form.

Now instead of being made from plants, his body was completely made of greenish-blue crystal. A white and black bodysuit covered his chest and legs, leaving his arms and head bared. Ben held one hand out, and his fingers fused together and grew. Soon, he had a sword of his own.

"Oh goody." Freed cheered. "I was afraid this was going to get BORING!" He jumped forward, his light sword blocked by Ben's crystal blade. Issei jumped out of the way, giving Ben the room he needed. But Freed turned his pistol towards Issei and shot him through the leg. "Now, now. Can't have you running off to warn you little Devil friends. Once I've killed this walking chandelier I'm gonna have fun with you."

"Keep talking you sick bastard." Ben growled as he pushed forward. "You're not the first loon I've beaten like this." Ben could easily tell that this guy was better trained in sword fighting that him. Luckily, his crystal body made all of Freed's weapons useless. All Ben had to do was land one good blow and the fight would be over. He managed to slam his sword from his hand, and gave him a deep cut across the chest.

"Ah. Fucking Hell." Freed jumped back before Ben could land a follow-up. A girl rushed in from the shadows, and Ben nearly took her head off before realising who it was.

"Asia?" It was really her. She looked like she was about to cry. Ben must look terrifying to her, not even being from this world. She looked past Ben and gasped as she saw Issei lying on the floor.

"C'mon woman." Freed yelled. "Don't just stand there like an idiot. Get over here and fix this mess. And you'd better have finished putting up the barrier like I told you." But Asia wouldn't move. She was too terrified. Seeing a strange monster, her friend injured, and the dead man in the shadows had left her paralyzed. Ben changed back to normal, leaving his arms still made of crystal.

"It's ok Asia." He said in a soothing voice. "It's just me. You don't have to feel scared."

"Br…Bri? What are you?"

"Don't be alarmed. I use my Gear to save people, just like you helped that boy in the park." Freed fired his gun, and Ben barely got his arm in place in time.

"I forgot how much of a newbie you are Asia. Lesson 1. We dispose of people who have been bewitched by the evil Devils. And we deal with their pet freaks too. Now either help me deal with them or get out of the fucking way."

"Hey." Issei yelled. "You can't talk to her like that."

"But Bri." Asia whispered. "If you help people, then why are you and Issei helping Devils?"

"Devils aren't all evil, Asia. They have good people and bad people, just like any other species. Issei and our friends are good people. They don't want to hurt anyone."

"Oh would you listen to this sappy bullshit? It's like you learnt about life from some crappy cartoon." Freed yelped as Ben fired a crystal spike into his leg. "The Fallen Angels have expressly forbidden all contact between our kind and theirs. You really want to piss them off?"

Asia and Freed were working for the Fallen Angels? Poor girl. They'd probably said all kinds of lies to her about how 'they're the good guys'.

Issei yelped as Freed sprung back up, ignoring his own wounds.

"Not that it matters, but I hope you've said your prayers." Ben and Asia ran to block the sword, with Ben having better luck. However, his momentum caused him to keep going till he hit the wall, knocking him about for a bit. Now Asia was all that protected Issei.

"You've got to be kidding me with this." Freed seemed annoyed by this latest interruption.

"Please don't." Asia begged. "I beg you for mercy. Forgive this man and his sins, Father. Couldn't we please just let him go?"

"Can I get a two-for-one deal please?" Ben said drunkenly from the ground. That crash had really knocked him silly.

"Those things aren't people, Asia, they're monsters. You made a pledge to defeat our enemies."

"It doesn't matter to me what they are. They are both good people, I just know it. You can't just kill them. How can you actually believe The Father would approve?"

"Enough of this BULLSHIT!" Freed yelled as he swung his sword. Luckily, all he did was slice through Asia's robes. And her bra. Damn the guy was skilled.

"Don't you touch her." Issei tried to get up, but his leg was still wounded. It couldn't support his weight. Ben still was trying to figure out which way was up.

"You've lost you fucking mind!" Freed yelled, stabbing his sword into the ground. "What, are there maggots growing inside that stupid head of yours?" He grabbed her by her face. "The Fallen Angels said I'm not supposed to hurt you, but I don't give a damn about that anymore." He slammed her into the wall and pinned her sleeves with his sword. He was about to grope her when Ben finally fired some spikes. They all missed though, he had been careful not to hit Asia, but at least they scared him off. Issei pushed past the pain in his leg and got up between Asia and Freed.

"Bastard!" He yelled as he punched Freed with his Gear. While Freed swore at them, one of Rias' transportation circles appeared on the floor. The whole gang stepped out, surrounding Issei and protecting him.

"Where's Bri?" Rias asked, looking around the room.

"Here ma'am." Ben said as he got off the ground. "The wall and I didn't really see eye-to-eye."

"Never mind that. Just change into your Devil form and get over here." Yuuto sprang forward to block Freed. The exorcist had managed to reclaim his sword from Asia while they had been talking.

"Looks like we've got ourselves a good old-fashioned gangbang." Honestly, Ben could see why this guy was with Fallen Angels instead of the church. He was the perfect example of a dirty priest. "So, I bet you just love having that crystal slut jumping all over your pole."

"For a priest that's quite a mouth you have there." Yuuto said.

"What are you, the impiety police? Get off your high horse, douchebag. Hunting your kind is my only concern. So stop preaching and start fighting. That way I can have some fun with those hot pieces of ass all over your corpse." He dodged as Rias fired her magic attack at him. "And look who finally sowed her tits. My master really have a bone to pick with you."

"I'm sorry, President." Issei said. "This is all my fault."

"No Issei. It's my fault. I had no idea you and Bri were going to fight an exorcist. A barrier was blocking us and only went down a moment ago."

"You were supposed to make the barrier, little bitch." Freed yelled as he started kicking Asia. Ben wanted to help her so much. But everytime he moved the floor started swaying. He'd never had a head injury this bad before. Come to think of it, he'd never ran that fast before.

"_So that's what it feel like to run into the wall as XLR8."_ He thought woozily.

"I despise those who attack my servants." Rias said. "And I despise those who hurt those weaker than them. But I especially hate wretches like you. It's time to put you down."

"Well, shit." Freed muttered as he backed away. "Big Red over there could be a challenge. Looks like I need some back-up." The purple swirling portals of the Fallen Angels materialised behind him. Ben tapped the Omnitrix and changed into XLR8.

He was now a raptor-like alien wearing a black-and-white bodysuit. Little balls were stuck to the bottom of his feet and he had claws for hands. A tail helped him keep his balance much better than standing upright. Finally, a pointy helmet with a blue x covered his face.

"You guys go through the portal." He hissed. "I'm gonna get Asia to safety. I don't trust these guys with her."

"Bri. You won't be able to out-run them. Get into the portal now." Rias seemed really worried about him. Ben only smirked. Rias had no idea what he could do. He rushed forward at light speed, slamming into Freed before punching him 100 times per minute. The combined force sent Freed flying through the wall, complete with a hole shaped like him. Then Ben grabbed hold of Asia and ran out of the house before anyone could react.

He just hoped that the other could make it out ok.

**(**/*\**)**

Ben swerved all over the place, nearly causing a few crashes, before finally deciding to stop. That smack must've taken more out of him than he thought, and he wouldn't help anyone is he got into another accident. He placed Asia back on the ground and opened his visor to take a few calming breaths. He felt like he was going to be sick.

"Oh Bri." Asia wailed. "You're injured."

"I'll be…fine." He panted. "I've had…worse than…this before." Asia placed her hand on Ben's forehead, letting her Sacred Gear heal him. In a few moments, his headache had disappeared. But he still felt woozy.

"Thank you for saving me. But…I don't have anywhere else to go."

"You can stay with me." Ben giggled. "Me and my faeries in our wrestling ring."

"I think you need to lie down."

"I'm ferpectly…perfectly fine." Ben tried to say that he had once been knocked out by a large rock, but for some reason Asia looked like a cloud. He heard her yelling, but he was too busy thinking of how he would arrange the furniture. There was only one bed, and he wasn't going to cop a feel during the knight.

As things started getting black, Ben could've sworn that Asia was covering her in a rag.

And then nothing.

**So much for the rescue attempt. I nearly wrote myself into a corner, because I want Asia to get kidnapped again to motivate Issei to activate his Gear. So I had to make it that Ben still was concussed even after Twilight Healing. Oh well. At least I got a few laughs from him. And I find Freed's English voice acting to be hilarious.**

**See you guys next week.**


	4. The Devil's in the Church

**And we're back. I find the friendship between Asia, Issei and Ben pretty nice. They're all very alike, being people that use their gifts to help others. Can't wait to see some more action.**

**And for those wondering, yes Asia will be captured again. I thought of a good way to stop Ben from interfering. Sorry if you're expecting something different. I want to stay on track at least until Issei beats Riser.**

**Again, don't own. Not making money. Shows belong to their rightful owners.**

Chapter 4: The Devil's in the Church

Issei would've been in Heaven if he wasn't so worried about Bri and Asia. Well, more Asia really. Bri could take care of herself pretty well.

He and Rias were naked again, with her breasts pressed against his back. She was glowing purple, and all his wounds were healing over. Soon it was like they had never happened.

"All done." Rias said happily. Issei could only mumble thanks as he covered himself and grabbed a towel to cover himself. Then he went into the main room so that Akeno could bandage his leg for him. "You need to relax and get your strength up." Rias said while in the shower. "The blessed bullet that Stray Exorcist used on you was very strong. You were lucky that Bri was able to defend you till we got there."

"A Stray Exorcist?" Issei asked. "I'm not even sure what that means."

"It means that a ton of them got the boot from the church." Kiba said. "For lack of options, many of them became servants of Fallen Angels."

"Wait! You can't actually be saying that Asia is in the same camp as that Freed dick."

"We're not saying anything other than that you're a Devil and for whatever reason she is the servant of a Fallen One." Rias said as she exited the shower. Bri chose then to show up in her speedy-dino form. She almost seem to start as she saw Issei and Rias wearing only towels. In fact, Rias' seemed to be straining to hold her.

"Glad you could heal him." She said, turning back into her normal self.

"Where's Asia?" Issei asked her. "They didn't get their hands on her, did they."

Bri hung her head in shame. "I'm sorry. I was still suffering from nearly knocking myself out. I feinted, as when I came to Asia was gone. She must've distracted the Fallen Angels before they found me. I'm such an idiot." Issei wilted with each word.

He was a failure. A stupid pawn. Bri was the one strong enough to save Asia. All he did was get shot in the leg. He can't save himself, much less his friends.

Tomorrow, he was going to get stronger.

**(**/*\**)**

How many was that?" He asked Bri, panting on the ground. He had been using the park's playground as exercise equipment, and Bri agreed to help coach him.

"Uh. That was…two chin-ups." Bri said in a nervous tone. No wonder. He must be really out of shape if he only managed two. "I'd have thought you'd be a lot fitter than that, running from the girls trying to beat you up all the time."

"Yeah, well I never really got away from them. They always caught me and gave me a pounding. But I'm not gonna bitch out and throw in the towel. I'm gonna become strong enough that you don't have to keep jumping in to save my ass."

Bri smiled. "Great, Issei. Then get back on those monkey bars and try again. I want ten chin-ups from you this time, and no excuses." She blew her whistle at him and he climbed back up. He managed to get to nine before his hands slipped. "Eh. Close enough. At least we're getting somewhere."

"Issei. Bri." They heard Asia's voice. "It's really you."

**(**/*\**)**

Asia looked really nervous inside the diner. Poor girl had probably never been to a diner before.

"Trust me, it's the only way." Issei said, smiling. "This is how you eat a hamburger." He picked his up and took a massive bite out of it. Half the damn thing was gone already. He swallowed before turning to Ben. "You got anything that could beat that?"

Ben smiled. "I do. Except that I can't eat the good stuff in that form. I can eat everything including the kitchen sink, but if it counts as proper food I just can't stomach it." He always found that weird.

"Seriously? You can eat anything except food? Lame." While they were talking, Asia took a little dainty bite from her burger. It was kinda cute, in a way. Ben took as big a bite as he could. The best way to remind himself he was a man was to act like one.

"It's so yummy." Asia said. She clearly liked hamburgers.

"Hey Asia." Issei asked. "You ok? That dick didn't hurt you?"

Asia shook her head. "The masters wouldn't let him. They wanted me in perfect health. I feel so much closer to God inside the Church. I know he will protect me. And…it reminds me of home."

"So, what made you come to the park?"

Asia seemed to get sad before speaking again. "The weather looked so beautiful, and I thought it might be nice to get out and enjoy the day. But then I saw you two there, and my fun day got even better. So yay."

"You know what? Since you're free, why don't we all have a fun day, just the three of us?"

"I'm up for it." Ben said. Asia looked like she could do with some cheering up. Plus she was so nice to be around.

"Sure." Asia smiled when she said that.

"Great." Issei said. "You should probably know that Bri's a superheroine from another dimension."

"Really?"

"Yeah. She's dealt with all kinds of things. Haven't you Bri?"

"Yep. Alien warlords, evil spellcasters, time-travellers, I've even fought an Ancient Evil once." It felt great telling about his adventures. While they went around telling stories, the three of them had plenty of fun at the arcade. Asia did really well at fighting games and the Dance Revolution. Issei even managed to win her a stuffed animal from the claw machine. And Ben showed off some of his forms. Asia found Ditto, Pixie Dust, and Ball Weevil really cute.

"You know what?" Asia asked. "I can't remember the last time I had this much fun."

"I know." Ben said. "Sure fame's nice. But you can't go anywhere without fans swarming you all the time. It's actually kind of nice being another nobody."

Issei hissed in pain as he put some weight on his injured leg. Ben guessed that Rias couldn't heal all the damage those blessed bullets did.

"Oh, you're still injured." Asia said. She led them to a nearby fountain and its seats so that she can heal him. Ben watched as she crouched down, her Gear glowing as she healed the wounds. She obviously cared about her friends. She was incredibly kind. Heck, if he wasn't a girl and currently dating Ester, he might've asked her out.

"Is that good?" She asked Issei.

"Uh, yeah. It already feels a thousand times better." He got up and started kicking the air. "Check out these badass moves I've got. Awesome, Asia. Thanks so much." Asia giggled in delight.

"So, Asia." Ben said. "How _did_ you get involved with Fallen Angels?" He really didn't want to ask, but he had to know.

"Well, it's a bit complicated. When I was a baby, I was abandoned by my real parents. They left me in front of the church of a small town in Europe. I was told that when they found me, I wouldn't stop crying. The sweet nuns brought me up. One day, when I was about 8, a sad little puppy who was hurt real bad found its way to the church where I lived. I prayed as hard as I could that God would spare him, and when I did, a miracle happened."

"Your Sacred Gear." Ben said. If you had no idea about them, that **would** seem like a miracle.

"Yes. Because of my power, I was immediately taken to a larger church. Men and women from all over the world would visit when they were injured or sick and I was told to heal all of them. The idea that I possessed this thing that could help other people made me so happy. I finally felt like I had a purpose." Ben was a bit worried. It didn't sound like they gave Asia a chance to decide. They'd just placed her in front of a crowd and told her to heal them. He wasn't complaining, but they could've asked her first. "But then one day, I came across someone who had fallen, and was in bad shape. I managed to heal him, but he wasn't a man. The church was furious that I healed a Demon, and accused me of being a witch. They even tried to burn me."

"They WHAT!?" Ben was furious. Asia was just trying to help a stranger, and because he wasn't human they tried to kill her? He was almost tempted to go Alien X, and show them how terrifying a god could be.

Almost. The next choice would've been going Way Big, but he imagined Rias and Asia wouldn't be keen on that.

"They said that anyone who had my kind of power was a heretic, so I had no choice but to run away."

"That's awful." Issei said. "So did you decide to join the Fallen Ones after that?"

"Yes. But I never forget who I am. I say my prayers and try my best to live a good life." She looked sad now. "They're awful. They do such horrible, evil things, and all in the name of God. The suffering has to be a test of my faith. But if I can overcome these trials, then someday my hopes and dreams will come true. That's what I believe anyway."

"Asia." Ben was a bit nervous she would hate him for saying this. "I don't mean to belittle your beliefs, but I don't think God's involved in this. If he really does exist, then after all the suffering you've seen He doesn't deserve any prayers. Sometimes you just have to find someone closer to Earth to help you." Whatever else Ben was going to say was interrupted by his phone. He cursed internally as he saw that Rias was calling. "Bri here."

"Bri." Rias said. "The Exorcist has been spotted threatening people in Downtown. I need you to go and stop him. You're the strongest of our group."

Ben frowned. "Understood." As he hung up, he noticed that Issei and Asia were looking at him. "Freed's been spotted in Downtown being a big fat dickhead. Rias wants me to stop him."

Issei nodded. "Good luck. Wipe the curb with his ass."

"I will." Ben smiled, changing into Jetray. He was now a red, pterodactyl-like alien. A long tail hung down from behind him, and he had a big yellow mouth and horns. He quickly jumped into the air, flying fast enough to shake the trees. Ben smiled as he flew.

Freed was going down.

**(**/*\**)**

"Isn't that sweet?" A familiar voice spoke out. Issei nearly froze in alarm. That voice. It couldn't be…?

"Yuuma." He recognised the Fallen Angel who murdered him in the first place.

"Lady Raynare." Asia gasped.

"So the rumours about your downward into Devildom were true." Yuuma/Raynare said in a mocking tone. "And so were the rumours about your new girlfriend. I'm going to enjoy beating her to a pulp and taking her Sacred Gear for myself." Issei got worried. If she hurt one hair on Asia's head… Then he remembered the rumours from school. And one girl who everyone kept mistaking for his girlfriend…

"Please." He scoffed. "Bri's dealt with worst things than you and your buddies. You're not even close to her usuals."

Yuuma smirked. "You overestimate your girlfriend. No mere human can beat me. Maybe if you're really lucky, I'll give you her corpse back." She glared at Asia. "Don't even think about trying to run. You're already in enough trouble."

"Be gone." Asia said. "I want no part of your evil anymore. I only came back because I was afraid that Bri or Issei would get hurt by you. But I realise that they're exactly the kind of people to stand up to your wicked ways."

"I'm glad you left, Asia." Issei said. "You're too good for them anyway. They're just a bunch of wannabe bastards anyway." He looked at Yuuma again. "And if you don't think that Bri could beat you, then why did you have your pet Exorcist lead her away then?" Issei could see that he had struck a nerve. "What do you want with me anyway?"

"Not everything's about you. But I'm happy to finish what we started." Issei felt a chill. "Let's have fun."

A spear of light formed in her hands, and Bri wasn't around to absorb it this time. But Issei wasn't going to give up just because Bri wasn't about to play hero. He had to start defending himself, and defend Asia. "Sacred Gear!" He yelled out, his Gear forming already. It actually looked really impressive.

But Yuuma just laughed at him. "Is that really all you got? It's nothing but a Twice Critical. Coming up short, as usual."

Issei was confused. "Wait. A twice what?"

"It's also called a Dragon's Hand. That thing only doubles your power temporarily. You might as well be fighting me with sticks and stones."

"_Great. Bri's Omnitrix is still cooler than my Gear."_ But Issei didn't want to be as good as Bri. He'd never compete with a girl who saved the entire Universe. He just wanted to be strong enough to beat Yuuma.

"Word upstairs is that you're a Devil to watch out for. That your Sacred Gear was a force to be reckoned with. That's why I put on that dumb little girl act." She started looking timid and demure. "Please Issei." She said in Yuuma's sweet voice. "Be my boyfriend." She laughed in her normal voice. "Ridiculous. But you sure bought it. Hook, line and sinker."

"Shut your face and fight." Issei yelled, nearly in tears. He had given his heart to Yuuma. And she tore it apart for her own sick amusement? The bitch was going down.

"You're an idiot if you think you can take me on with that tiny thing." Yuuma looked angry, with sharp teeth and glaring at him. "Give me the girl, take what's left of your dignity, and go before I change my mind."

"Not gonna happen."

"Please Issei." Asia whispered. "I don't want you to get hurt."

"Bri's not always gonna be there to save my ass. If I can't take care of my friends, then what good am I? C'mon Sacred Gear. Boost my power."

The gem glowed with green light as golden writing glowed down the side. "Boost!" A deep voice came from the Gear. The wind started blowing around him. "It's working." Issei yelled. "I can feel the power."

That was when Yuuma threw her light spear at him. He felt unbearable pain as it stabbed him through the abdomen. Why did they always aim for there? As he collapsed he heard Asia call out his name.

"Nice catch." Yuuma said sarcastically. "It looks like your equipment can't get the job done. If I were you I'd get used to that." She was annoyed to see that Asia was actually healing him. Well if that tramp wanted to see her friend get hurt over and over again that was _her_ business. "Now Asia. Be a good little girl and come with me. Your healing power is far more rare and _infinitely_ more valuable to our kind than his Sacred Gear ever could be."

"I knew it." Asia yelled. "You just wanted me for my power. You don't care about me at all." Issei felt anger for Yuuma. How dare she treat her like this? Asia was his friend and Yuuma was crushing her feelings.

"How about we make a deal then?" Yuuma said as she made another spear of light. "Come with me, and I promise I won't murder your friend."

"Screw you lady." Issei yelled at her. Where was Bri? He was out of his depth, and Bri could easily beat this bitch within an inch of her life. "No way she's going with you."

Yuuma surprised him, jumping high into the air and arching overhead with her spear. As she threw it, he only had enough time to push Asia out of the way before it landed at his feet and exploded. He was sent flying into the water of the fountain. "That sucked. I've never seen a spear that strong." He tried to get back to Asia, but his feet and his balance refused to work properly.

"I spared his life on purpose." He heard Yuuma say to Asia. "If I wanted to, I could've delivered a fatal blow. Your friend would've shattered into a million pieces." He didn't hear what Asia said, but he had to watch as she walked into Yuuma's embrace. He could only watch as they teleported away. He could only collapse in defeat, angry that he couldn't save her, as Bri came back. She saw the damage to the area, and somehow knew what had happened. She didn't say anything. She just hugged Issei and started dragging him back to the Club Room. Issei would've preferred if she wailed on him for being such a loser. For having let Yuuma take Asia away.

Anything was better than this broken feeling.

**(**/*\**)**

Everyone looked at Rias and Issei as she slapped him again.

"Let me try one more time." She said. "If I say don't, you don't. You have to forget about Asia. You are a member of the Gremory family now."

"Fine then." Issei said. "Then maybe it's time you released me from your household. Because I refuse to just let her go."

"I'm sorry. I can't do that."

"Of course not." The sarcasm was so thick Issei would've needed a spoon. "I'm your _precious pawn_. Can't do without your most important piece, can you?"

"That's enough, Issei." He stopped. Rias had never raised her voice like that before. "Pawns _are_ important. They're not the weakest pieces in the game, by any means."

"Do you remember when I said that my Evil Pieces have the same attributes as their chess characters?"

"Yeah, but so what?" Issei scoffed. "What can a stupid pawn do?"

"In this chess game, quite a bit. If a pawn advances deep enough into the enemy's territory, it can be promoted to any other piece besides the king."

"So does that mean that I can eventually have the same powers as everyone else?"

"Yes, but only if the master declares the place enemy territory. Say for example the Fallen One's church."

"Now, let's talk about your Sacred Gear."

"Oh, yeah." Issei said. "Doubles my power, right? Yuuma said-" He stopped, painful feeling welling up. "I mean, the Fallen Angel told me."

"Just feel." Rias said, holding his head between her hands. "Any Sacred Gear works in direct correlation to the current feelings of its owner. Or to put it another way, the stronger those feelings are the stronger your Sacred Gear will be."

"I didn't know. That's cool." Akeno creeped up behind Rias and started whispering in her ear. Rias looked angry before speaking. "Something has come up. Akeno and I have to step out for a moment."

"Wait a minute. I have more questions for you."

"Remember." Rias said, ignoring Issei's question. "Even if you are promoted, no matter their rank, a single Devil cannot stand up to a Fallen One." A teleportation circle formed around their feet. They vanished, and the room was quiet.

"AARRGGHH!" Bri yelled as she punched the wall. A large crater formed as everything shacked. Cracks spread outwards from it as plaster fell down.

So much for quiet.

"That complete BITCH!" She yelled. "Asia's been captured by those Fallen bastards, and we're just supposed to forget about her? Fuck that! I don't work for her, so she can't stop me from rescuing Asia. And then, I'm gonna use her to do some redecorating around town." He remaining words were reduced to angry mumbles and more swearing as she waved her arms around.

"You're both going?" Yuuto asked Issei, ignoring Bri's outburst.

"Yep, and I'd love to see you try to stop Bri."

"You're going to get yourself killed. Bri might be able to fight them, but you can't do it on your own." Thanks for reminding him of his failure to protect Asia before.

"I can deal with that, as long as one of us gets her out of there."

"That's very brave. And very stupid too."

"It's none of your Goddamn business." Bri yelled at them, stopping as Yuuto picked up his sword.

"I'm coming with you two." He said.

"What?" Issei and Bri yelled, shocked.

"Weren't you listening Issei? The President basically said you get into that church and you're promoted."

"That's pretty cool." Bri mumbled, still coming out of her blood rage.

"But she also said that you wouldn't be able to do it on your own."

"Yeah?"

"So we're gonna back you two up." Koneko stood next to Yuuto. "And there's no way in Hell that we're gonna let you both go without us so you might as well save your breath."

"Koneko too?"

"There's nothing else going on." She said in her monotone voice. "Besides, I don't want Bri angry at me."

**(**/*\**)**

"Oh, man." Issei whispered. "Can you feel that?"

"Yep." Yuuto replied. The four of them were hidden in the trees just in front of the church doors. "There must be a ton of priests in there."

"Well, I don't know about you guys. But I'm not gonna just spend the night watching Bri knock down everyone in the building. I want some action too." He smiled. "But I'm glad you guys came along."

"No worries. We're buddies, right?" His expression turned serious. "Besides, Fallen Angels aren't exactly my favourite things in the world. The truth is, I hate them."

"There's no need to be sneaky." Koneko said. "They know we're here."

"Great." Bri said. "It's way more fun smashing things." She changed into a tall, yellow robot alien. Her head and legs were normal sized, for a big alien. But her body and arms were huge! They must've made up over half her height. There appeared to be large pistons extending from her elbows, and her hands had sharp claws. She stomped up to the front doors and smashed them open with one claw. She then smashed her way through what was left until she could enter. Issei, Yuuto and Koneko followed her.

Looking inside, they noticed that all the holy statues had been defaced. Guess these guys felt uncomfortable around them. But the rest of the room was empty. Everyone had to be in another room or something. They tensed up as they heard clapping.

"So, we meet again." Freed said as he walked into view. "Glad you could make it. I bet I'm a sight for sore eyes." He noticed Bri's new form. "And you must be the shapeshifter. Don't think you've won already. I'll slice your monstrous body wide open and cut out your heart."

"I'd like to see you try." Bri said in a very deep voice. Issei almost would've thought she was a dude.

"Here's the thing. I pride myself on never having to fight the same Devil twice. And yet here you both are, just rubbing it in. If there's one thing I won't abide, it's being mock by maggot Devils and their pet monster in the house of God. So let's finish this." He pulled out his light sword and his blessed pistol. But he had to jump away as Bri slammed her fist into the ground. The piston in her elbow pumped up and down, and the crack she made grew bigger.

"Where. Is. Asia?" She growled.

"Oh, you mean that filthy, Devil-loving whore-of-a-sister? She's down in the basement, getting all ready for the ceremony. So I'd go easy on the earthquakes. Don't want to bring the place down on her." He charged forward, but Bri knocked him aside as Yuuto charged to meet him. She changed again into what could only be described as Frankenstein's Bride. She had pale-green skin and scars over her body. She wore a black dress with slits for her legs. Two electric coils rose from her back and lightning arced between them. Freed had to move again while Bri fired lightning at him. Just as he landed, Koneko threw an altar bench at him. But he sliced it in half like it was nothing. "You're pretty strong, for a runt."

"Suck it." Koneko said as she threw another bench at him. He quickly moved, firing his pistol at everyone. Even Bri had to move, because she wasn't too sure if Frankenstrike was bulletproof. Fred was distracted as Yuuto slashed at him, causing him to focus on his strikes or be killed.

"C'mon!" He yelled. "That all you got? Show me something interesting." Despite Yuuto's efforts Freed blocked all his strikes. Say what you want about his personality, but he really was a skilled swordfighter.

"You're pretty quick." Yuuto had to admit.

"Thanks. You're not too bad yourself. Makes me want to kill you even more."

He pointed his gun straight at Yuuto's face, but he managed to dodge the bullet somehow, backflipping like it was nothing. Kiba was like a total badass.

"Alright then." Yuuto said. "If you want to get serious about this, then I can too." His blade started glowing black, like an inverse copy of Freed's blade of light. They charged each other once again, but this time Freed's sword flicker like a bad light bulb.

"Hey." Freed said, sounding annoyed. "What the hell is this?"

"It my Holy Eraser. It's a sword of darkness that devours light."

"Please." Freed scoffed. "You think I'm afraid of you?" He jumped back, but found himself colliding with something soft. He looked over his shoulder to see that while he'd been busy with Yuuto, Bri had crept up behind him. Placing a hand on each shoulder, she lit him up like a Christmas tree. Issei could actually see his skeleton, like in a cartoon. Freed managed to break free, his skin blackened and giving off smoke.

"Now, Issei." Bri yelled. This was his cue.

"BOOST!" His Gear yelled as he powered up.

"Enough of this bullshit!" Freed readied his pistol.

**(**/*\**)**

While everyone else had gone to attack the church, Rias and Akeno had gone to provide a distraction. She knew that Issei wouldn't just abandon Asia. But she had to push him into going with the others. If it was just him and Bri, there might be a chance neither of them would come out alive. They found the lookout Angel, a runty little girl in a Lolita outfit called Mittelt. All they had to do was keep her and her allies distracted.

So far it was working perfectly.

"Rescue or not, I can't let you go." Mittelt was saying. "You're like, totally the Captain of your 'loser' squad and if we take you out, they're on a trip to useless town. Sorry, but I'm bringing friends to this tea party." She pulled off a magical girl pose as a Fallen One portal opened from above and behind them. The two other Fallen Angels Issei and Bri encountered stepped out of it.

"Good work, Mittelt." Kalawarner said, wearing another coat that barely held her breasts in place.

"Sad to say we meet again, Lady Gremory." Dohnaseek stood behind her looking very smug. "You should've kept your Servant in line."

"He stuck his nose where it doesn't belong again."

"Well, well." Akeno looked ecstatic. "The gang's all here."

Rias smiled. As long as the two of them kept these three distracted, the others are sure to win.

**(**/*\**)**

"Time for a promotion." Issei yelled, feeling the strength of the Rook flowing through him. Freed's bullets just bounced right off him. He had a look of quiet horror on his face.

"Yeah. I'm fucked." He said in a deadpan voice.

"Did I mention that it kicks some serious ass?" Issei shouted as he punched Freed back towards the altar, crashing into the pile of benches Koneko had thrown before. "That's for Asia. For what you did to her. Hey, that felt pretty good actually."

"I always feel better after putting the bad guy down." Bri said as she walked over to him. Rustling alerted them to the fact that Freed had climbed out of the debris.

"You bastard!" He yelled, pulling out two swords of light. But he didn't get very far before Koneko flattened him with another bench. "Ouchies!" He moaned like a kid as he was flung back. As he got back up, he had to dodge another slash from Yuuto and lightning from Bri. "I'll be damned if a bunch of Devils get the better of Freed Sellzen." He hopped on top of the altar, pulling out a bomb of some sort. "You won the battle, but not the war, scum." As he threw down the bomb, he vanished in a flash of light.

"That coward." Issei felt angry. "He got away."

"Forget him. Asia's in trouble." Bri said. Koneko kicked the altar over, showing a set of stairs leading downward. Bri changed back to normal so that she could fit down them better. As they ran down to the bottom, they heard a lady laugh.

"Come on in, Devils." Yuuma said, not even facing them. "Welcome to the party. Though I'm afraid you're too late." She turned, showing Asia chained to a giant cross like a sacrificial virgin. Standing between them and her was every other Exorcist they had detected.

"Asia!" Issei and Bri yelled. She looked up at them, and gave a weak smile. They got ready to charge in, but Yuuto pulled them both back. Where they had been standing, a light spear was imbedded into the ground.

"This really is an incredibly touching reunion. But unfortunately, the ritual's over." Asia screamed as the cross she was chained to started glowing green.

"What are you doing to her? Let Asia go, right now." Issei felt unbelievably angry. He'd never felt like this before.

"That's it." Yuuto realised something. "They're after her Sacred Gear."

Issei couldn't believe this. This was what they planned on doing to Bri for her Omnitrix? Well, they were going to be in for a surprise. But…

"I don't understand. What's going to happen to her?"

"I'm sorry. But taking her Sacred Gear is taking her life." Asia stopped screaming. When they looked back, a green light left her body, and she was limp and helpless. Wait. She was dying? Asia was dying?

"Twilight Healing." Yuuma said. "At last it's within my hands."

And the Fallen Angel laughed at the death of an innocent.

**Well, Raynare's in for it now. I figured that Freed would serve as an excellent distraction for Ben while Raynare grabs Asia. Despite her words and her arrogance, the Fallen can tell that they would need Twilight Healing to beat Ben. And Ben does actually have a temper in his show. We just don't get too many chances to see it. But as Overlord, Aggregor and Malware could tell you, he can and does get pissed.**

**Next week, the Fallen Angels get what's coming to them. And I have a good idea how to have it be Issei's fight.**


	5. Angels Run When Good Men Go To War

**Here it is. The climatic fight between Ben, Issei and Raynare. Who will come out on top? Will Issei prove himself? How much punishment will Raynare take? Read on and find out.**

**Last time, do not own. No profit. Belongs to their owners.**

Chapter 5: Angels Run When Good Men Go To War

Bri and Issei looked on in horror. Asia didn't seem to be breathing. It was like she was already dead. And the bitch who killed her was just laughing.

"Yes." She said. "I've been lusting after this power for years. Those miserable hearts are in the palm of my hand. Perfect." She placed Asia's Gear against her chest, where it vanished in a flash of light. She laughed again as she was surrounded by a green glow. "I'll be beloved. I'll be the most powerful Fallen Angel there is. All those pricks who screwed my over are going to regret it."

Everyone was distracted as Bri vanished into a flash of green light. When it faded, the Exorcists felt fear.

She was another dinosaur alien, but whereas the first was like a raptor, this form looked like a T-Rex. She now stood about 12 feet tall, standing in a humanoid form, with a frill around her head and large breasts covered by a green-and-black cave-woman outfit. She quickly hit the Omnitrix, causing four claws to extend from it. As a glow travelled over her body, her brown skin turned dark green and a dark shell formed on her back with large spikes. Her outfit changed into armour that covered her front and her legs, leaving her arms and head free. She grew again, now standing at 20 feet, the room barely big enough for her. A spiked ball grew from the end of her tail, making her look like one of those club-dinosaurs. Strangely, there were barrels on her knuckles. She just stood there for a moment, letting them see just how screwed they were.

Then she roared as she charged forward, smashing every Exorcist in her way. Issei, Koneko and Yuuto followed her, but all they really did was clean up everyone she missed. Yuuma took to the air, but Bri's hands changed into guns. Large bullets slammed into her, making her scream in pain and fall back down. Bri started smashing her around, ignoring the fact that the whole place was crumbling. While she smacked Yuuma seven ways to Hell, Issei climbed up to where Asia was. The chains suddenly fell apart, nearly dropping her to the ground.

"I've got you Asia." He said as he caught her. "It's me, Issei. Are you ok?" Thankfully, she started breathing. Her movements were weak. But she was still alive. He yelped they were nearly crushed by falling rubble. Bri's strikes were bringing the whole place down on them.

"Get going guys." Bri yelled in a very, very deep voice. "I can get out of this no problem. Just get Asia and yourselves to safety." Issei wanted to help her, but she was right. They couldn't survive a cave-in. All the exorcists had already run off. Besides, he was pretty sure Yuuma wasn't going to be a problem for much longer.

They ran back for the staircases, but were nearly killed by Exorcist lying in wait. Evidently, these morons cared more about their mission than their own lives.

"Go, Issei." Yuuto shouted as he and Koneko blocked their attacks. "We'll find a way out. Just get her to safety." Issei kept running as more rubble fell. He could barely see Bri and Yuuma now. He kept on going until he reached the church itself. As he huffed and puffed, part of the back wall fell down into a sinkhole. He placed Asia down on a bench, worried about Bri, Yuuto and Koneko. But mostly, he was worried about Asia.

"Hang in there." He told her. "Once we get out of here, you're free. Stay with me. You have to fight." He grabbed her hand. "Be strong."

"I know it wasn't a very long time." She whispered. "But…I'm so blessed to have made friends like you and Bri."

"Stop talking like that." He begged. "It's not over yet. We're all going to be friends for a lot longer than this, you hear me? When you feel better, we'll go and do some karaoke, or I'll teach you how to bowl. You can't give up, dammit. You'll be letting my buddies down too, you know?" He was crying, and he just couldn't stop. "You'll still have to meet them. But they'll love you. I know they come off as a couple of pervs, but I swear they're great guys once you warm up to them. And you will. Man, are we going to have a story to tell them after this." His tears dripped over their clasped hands. "We'll all need a crazy night soon, huh? Where should we go, you think?"

Asia smiled sadly. "I wish it could be different. It would've been great to grow up in this country. Gone to your school."

"You still can. School will be a lot more fun with you there." Asia pulled her hand free, and placed it on his cheek.

"I never wanted to make you cry." She said. "Oh Issei. I'm sorry."

"Goodbye."

And her hand went limb as she breathed her last breath. Issei could barely breathe himself. "Why? Why did she have to die? She was a healer. She could've helped people." He hugged her still warm body. "If her gift was to heal those in need doesn't that mean you have a purpose for her? It makes no sense, Damn you! Asia didn't do anything to deserve this. Please give her back. Please." He sobbed. "All she wanted was to make friends. She had them with me and Bri, and she would've made so many more. Is that it? Is it my fault? Are you punishing her for making friends with a Devil?" He started yelling now. "I'm sorry! Just bring her back!"

The room shook with a boom as something dark came crashing out of the ground. Issei watched as it sailed overhead, bouncing several times on the floor before rolling to a stop. In the pale moonlight, he realised it was Yuuma. But she was completely broken. Her left arm and her wings had almost been ripped off, and her other arm was bent in unnatural shapes. Her legs were almost bent backwards, with bone poking through the skin. Her stomach seemed flattened, like a balloon that had lost all its air. And her face. It was nearly black from all the bruising. Bri really did a number on her. But she deserved it. It was her fault that Asia was dead. He hoped that she died there, beaten and broken.

But as he watched, Asia's Gear lit up, healing all the damage. Yuuma still screamed in pain as her bones were put back into place and her wounds healed over. Finally, she stood up. If it wasn't for her heavy breathing, it would've been as though she never got hit.

"Damn that bitch." She said. "Once we're out in open air I'll tear her limb from limb. I'll leave her battered body for some monsters to rape. I'll tear out her eyes and make her eat them. I will not be sated until I make her suffer for all the pain she gave me."

"You bitch." Issei growled. He knew that Bri could run rings around Yuuma, but he wasn't going to lose another friend. No matter what. "Bring Asia back right now!"

"Out of the question!" Yuuma shouted back. "You really think I'm going to give up this power just because you say so? You're pathetic. I wouldn't even let lick the mud from my boots. Now stay out of my way, or I'll kill you first."

"Screw you! I want Asia!" His Gear formed, a red aura forming around him. "DRAGON BOOST!" It shouted, as he ran to punch her with all his might. But she merely took to the air, leaving him to tumble underneath.

"You don't pay attention, do you? There's nothing you can do to win, even if you tripled the power." Issei's Gear glowed again, and he charged once more. Yuuma flew overhead again. She smiled. The fool will be a great way to unwind after that horrifying beatdown she suffered. "And you're still trying to test me." She formed two spears of light, throwing both at his legs. He cried out as they speared right above the knee. "Light is toxic to your kind. Just touching it scorches your body. It is said to be the most intense and worst pain a Devil can endure. So what do you think? Is it true?"

Issei ignored her, tugging on the spears despite the pain. "What do I care? This is nothing! Nothing compared to what Asia went through!" He stumbled a bit as he removed the spears. "I'll put up with anything for her." His Gear glowed a third time.

"I'm impressed. A lower-class Devil making it this far? That power is something to be reckoned with." Issei collapsed, the pain too strong now. "Not that it will do you any good. I just wanted to congratulate you for doing so much better than expected from a Devil of _your_ class."

God wasn't going to help him. He was a Devil, what was he expecting? He needed to call on Satan.

"I'm a Devil now too." He mumbled, hoping that _someone_ was listening. "So what do you say? Just this once I need a little help."

"What are you mumbling about? Has all the pain driven you mad?"

Issei managed to stand back up. "I'm begging you. I won't ask for anything else after this. Turn this around on her. Let me destroy her ass!" His Devil wings appeared, catching in the moonlight.

"How are you able to stand?" Yuuma couldn't believe it. "That light should be burning you from the inside out. Tell me how you're doing that. You don't have the power to temper light. You are nothing!"

"Don't get me wrong." Issei muttered as he walked closer to her, heedless of the pain. "It doesn't tickle. Even with this strength I feel like I'm going to pass out. But I don't care." His Gear glowed a fourth time. "I'll fight through it if it means I can take you down!" He yelled as his Gear glowed brighter than ever. It changed form, growing claws over his fingers and extending to his elbow. "EXPLOSION!" It shouted. A bright beam started firing into the air.

"That energy wave is at least second level." Yuuma seemed horrified. "His Sacred Gear should be nowhere near this strong! It's…it's just a Double Critical." As Issei stepped closer, she panicked and threw her spear at him. She was shocked to see him deflect it. As he jumped closer, she tried to fly away. But Issei grabbed hold of her arm.

"You won't be getting away, bitch." Issei growled. "This one's for Asia!" He punched her with all his strength, watching her scream as she crashed through the large window. A rumbling noise echoed as Bri broke through the ground in her Mecha-mole form, Yuuto and Koneko right behind her. They caught him as he stumbled from all the pain. Without a word, Bri turned into Clockwork and started healing his legs. He felt a sort of phantom pain as the damage was reversed.

"Look at you." Yuuto cheered. "Handling that Fallen Angel on your own."

"Well, I had a little help. She might've been stronger if Bri hadn't beaten her to an inch of her life. What held you guys up? It couldn't have been that caved-in down there."

"You'd be surprised. Bri did a number on the place. And I was instructed to stay back. Rias' orders."

"Seriously?"

"Seriously." Everyone was surprised by Rias being right there. They had all thought she was elsewhere. "I believe in you Issei. But you can't always rely on Bri bailing you out. If you couldn't stop Raynare, then you'll only get yourself killed later on. But you passed. I knew you would if you tried."

"How did you get here so fast?" Bri asked, turning back to normal.

"Akeno and I weren't too far off. Our 'business' was distracting and dealing with Raynare's allies while you lot went to town on her."

Koneko kicked open the front door, dragging Yuuma behind her. "Did someone order this?" She said as she dropped Yuuma.

"You must be Raynare. Lovely entrance." Rias said sarcastically. Yuuma gasped as she looked up. "I am Rias Gremory, the next head of the House of Gremory."

"Gr…Gremory? You gotta be kidding me." Yuuma stuttered.

"It's wonderful to meet you. What a shame we don't have time to chat." She dropped some black feathers she had in her hand. "But sadly, it's time to join your friends that I disposed of earlier. They were rather rude to me." She turned to face Bri. "Unless you'd like to do the honours, Bri?"

Bri shifted a bit. "Part of me really wants to. But another part is worried that if I kill her, I'll start justifying killing other criminals. I don't want to go down that road." She walked away. "But I can't really have any complaints if _someone_ was to 'mysteriously vanish' while I was elsewhere. I'll be off to see if anyone's in trouble." And having said that, she walked out the building.

Rias smiled. "Now, where were we?"

**(**/*\**)**

It was so hard to just walk away. Ben shook as he itched to run back and pound the Fallen Angel into paste. But he kept walking. He didn't want to become a willing killer. He had been one time back when he was 10, but he was more impulsive back then. And Malware deserved it. If he jumped off the slippery slope, he might become as bad as Vilgax, or Aggregor.

He almost did, when Kevin went insane again. He nearly killed his best friend.

"Hello Bri." He jumped. He had been so busy thinking, he never noticed Akeno was nearby. He was kind of surprised to see her sweeping up a huge pile of black feathers, and he was _really_ surprised to see her wearing some kind of priest clothing. She had a red dress with a white top and separate, billowing sleeves. Ben was sure it was meant to be modest, but it clung to her in a way that left little to the imagination. "Are they finished in there already?"

He sighed. "No. I just…I just couldn't watch them 'deal' with Yuuma, or Raynare, or whatever her name is."

"Why not? Didn't she hurt Asia? Don't you want her to be punished for that?"

"Of course I do. It's just that…" He sighed again. "Look, I grew up on Saturday morning cartoons. Where everyone lives, the good guys win, and we don't have to kill the bad guys. I know that the real word doesn't work that way, but I'm trying my best. And a while back, my best friend went crazy. See, whenever he absorbs energy he goes nuts. Any problems and worries he has go into overdrive. The first time, he was willing to crash a train full of innocent people just to get some cash. He even said that there were no innocents. They just hadn't had time to make fun of him. And the second time, he put a guy he knew in the hospital because he owed him 5 bucks." It horrified him, how far Kevin was willing to go. "I lost hope of helping him. I just gave up. And I was determined to kill him to protect people. I even hurt my cousin because she wanted to save him. And if she hadn't begged me to find another way, I would've killed him." He started tearing up, and Akeno gave him a hug. It was really nice. "I'm just worried that if I'm ok with killing someone when they're down, to make a choice outside the heat of battle, I might lose sight of myself. I might become no better than the criminals I fight."

"It's ok Bri." Akeno smiled. "I imagine it would hurt to kill someone you love."

"Yeah. It woul-" Ben finally realised what she had said. "Whoa, whoa, whoa! It wasn't like that. We're just good friends. We don't see each other that way. Besides, he's dating my cousin."

"But do you want to be something…more?"

"No. We. Are just. Friends."

Akeno was going to make fun of her some more, but the church windows lit up with a red glow. "Well, looks like the Fallen Angel's gone now. You can go back and help Asia."

Ben smiled. "Sure thing. You want to join us?"

"I'd love to, but someone has to clean up all these dreadful feathers. Fallen Angels sure make a mess, don't they?"

Ben shook his head in exasperation. As he walked back to the church, he kept telling himself that someone else chose what happened to Yuuma. He had been too far away to stop it. It wasn't his fault.

Maybe if he said it enough times, he'd believe it.

**(**/*\**)**

Issei watched as Rias stepped closer to Asia, the Twilight Healing in her palms. He heard Bri walk back into the church, her shoes crushing the feathers underneath. They were all that remained of Yuuma. His heart ached as he remembered the good time he had with her, and how she actually tried to convince him to spare her with that sugary act. It hurt that she thought he would be bought in by that phony act, that she would pervert his best memories with her to save her worthless skin. He started shaking in anger and sorrow, only stopping when Bri hugged him from behind. Without a word, the two friends stepped closer, to watch Rias bring Asia back from the dead. They sat down by her side, placing her Sacred Gear on her fingers. She did not awaken, but Issei didn't think she would. It would obviously take more than that to bring her back.

"I'm sorry guys." He said to everyone. "You all came to help me. I thought as hard as I could, but still. I failed. She's gone." He started tearing up again. It wasn't fair. Wasn't fair at all. "Asia, please forgive me."

"You have nothing to apologise for." Rias consoled him. "This world is still new to you. Nobody is placing blame on you. Least of all Asia."

"But…but…I…" He sobbed, holding onto Bri like a lifeline.

"Now this might not make any sense, but I'd like to show you both something." She pulled out a white chess piece. Issei noticed that it was a bishop piece. "Have you ever seen one of these before?"

"A chess piece?"

"I get it." Bri said. "That's an Evil Piece, isn't it? You're going to bring her back like you saved Issei."

"Correct." Akeno said, stepping out of a portal. Whatever she had been doing was finished. "That's the Bishop Piece."

"The bishop's position of power is to protect and heal the other Devils in the household. Perhaps the timing is perfect. We could use a good clergyman."

Bri and Issei moved out of the way as Akeno lifted Asia and placed her on top of a spinning seal. Rias stood over her, placing the piece at the base of her neck. "In the name of Rias Gremory, I call to Asia Argento. Hear my command. Return thy soul from the shadows of Death to the human realm. Rise once more as my Demon servant. Rejoice, for you have been given new life. Wake as my healer and Clergyman." The bishop piece sunk into Asia's skin like it was water, and she was surrounded by a red glow. She started moving again, with little shakes. As she opened her eyes again, Issei nearly started crying.

"You're alive." He and Bri said as Asia sat up. "Something occurred to Issei though. "Wait that's really her, right?"

"Indeed." Rias answered. "I don't make a habit of reviving the deceased, but her powers would come in handy. You are now her protector. You are the senior Devil after all." Issei looked at her in surprise as she walked away. But he didn't think about that too much. He and Bri were too busy hugging Asia and crying again. She was back. She was back.

She was really back.

**(**/*\**)**

Ben sighed in exhaustion as he sat down in the Club room. He was promptly smacked in the face by his breasts, letting off a painful yelp. Rias started laughing at him.

"Forgotten something important Bri?" She asked. "You're kind of poking through today."

"Laugh it up Rias." He groaned, rubbing his chin. "After last night's excitement I nearly missed class. I didn't exactly have time to put my bra on." He groaned again as his breasts bounced from him leaning back. "How do girls go around without these things taking an eye out? Even with a bra I _still_ feel as though they'll smack me about if I look down."

"Most girls aren't forgetful enough to not wear a bra. Honestly Bri. It's like you never had one in your life."

"I didn't." Ben couldn't tell her the real reason, so he made a half-truth. "I've been flat as a board my whole life. Even the store clerks didn't think I needed one. And I actually didn't mind."

"Oh? Perhaps you were waiting for a dazzling young man to like you for yourself." Ben started spluttering. "Or maybe you were looking for a young lady, and thought looking like a boy would help?"

"Shut up." he said. "It wasn't like that." Anymore conversation was interrupted by Issei finally making it.

"What's up? It's your favourite Devil servant." He noticed that Bri was there too. "Hey Bri. Did you know that you forgot to wear a bra today?"

"She knows." Rias giggled. Ben settled for glaring at her. Those pervert friends of Issei's were probably fantasising about her all day. "So how are you feeling?"

"Great. Thanks to Asia's power it was like it never happened."

"Fantastic. It's no wonder all those Fallen Angel were after her so badly. They must've been threatened by its potential."

"So, I've got a question. If we're named after chess pieces, then does that mean _all_ the positions are represented?"

"It does." Ben found that a little intimidating. So a single Devil could have 15 other Devils working for them? Scary.

"But from what Bri and I saw when she turned back time, you used all 8 pawn pieces to revive me. What's with that?"

Rias got up and walked around so that she was hugging him from behind. "When a human becomes a Devil, the number of Evil Pieces needed varies. It just depends on what special abilities that person has to contribute. So since Bri doesn't actually have a Sacred Gear, any piece would work. For you, I had 1 knight, 1 rook, 1 bishop and 8 pawns. That was all the pieces I had. After I decided to bring you back, I chose to use all 8 of my pawns."

"So, you sacrificed 7 others to have me?" Ben thought that might've been a nasty gamble. He had to save Issei almost every night so far. Hopefully now his Gear will let him do a lot better.

"I knew that your power was well worth the risk. Especially after last night now that we know you possess the Boosted Gear of Longinus." Ben wondered how it compared to Ascalon. He almost wished he had it right now. "The Crimson-Haired Princess of Ruin and the User of the Red Dragon. I don't know if we could be more perfectly matched." They stared into each other's eyes for a while, before Ben decided they had gone on long enough. He coughed loudly, bringing the two back to reality. "But I hardly want to get between you and Bri. I doubt I could survive her jealousy."

"We're not dating." Ben growled. "We're just good friends." Rias looked at him like she didn't believe him. He was getting sick of this. Why couldn't a guy and a girl just be good friends? Was it really so hard to believe?

"Strive to become the mightiest Pawn, Issei." She said. "Consider it my new order."

"I can totally dig that." Issei said. "And I'm getting one step closer to my goal." Rias kissed his forehead, causing Ben to feel a hot feeling in his chest. "What the…?"

"Just a little spell to strengthen your stamina."

"Sweetness. I've always wanted porn-star stamina."

Ben groaned. "That's not what she meant, doofus."

"You're going to need more strength to fulfil my orders, and I'm going to have to stop coddling you. Our newest member might get jealous."

"Um, what's going on?" Asia said. Ben and Issei looked up in surprise. They'd never even heard her enter.

"We're…We were just talking." Issei said, trying to placate her. But she wasn't really listening.

"That's how it always starts. It's ok. I know they're prettier than me and so much stronger. And they probably will do things I won't, so it makes sense that you like them more."

"What the Hell is that supposed to mean?" Ben shouted in alarm. "And why does everyone think there's something going on between me and Issei? There is **nothing** going on between us."

Asia shook her head in apology. "I'm sorry Bri! I shouldn't be saying things like that! I'm not jealous, just really insecure!" She bowed her head in prayer. "Dear Lord. Please forgive my feelings of lust and envy…" She yelled in pain before crouching. "It feels like there's a knife going through my head."

"God's not very receptive to the prayers of Demons." Rias informed her.

"Right. I forgot about that. He's probably angry that I became a Devil."

"How do you feel about it?"

Asia smiled. "I have no regrets at all. I've got so many friends now. And the best part is that Issei and I can be together forever now." She gasped as she noticed Ben. "Though I don't want to get in the way of Bri. She and Issei make such a…"

"We. Are not. A COUPLE!" Ben felt like he was going to go crazy soon from this. Almost everyone thought of them as being 'together'. It was driving him nuts.

"That's nice you two." Issei interrupted them. "Now about that outfit you've got on." Ben took a closer look and saw that she was wearing their school uniform. Rias must've pulled some strings to get Asia enrolled.

"My father is on the school board." Rias said. "Getting Asia enrolled as a transfer-student wasn't that hard."

"Cool. I didn't know that." Issei said.

Yuuto and Koneko walked in too, welcoming Asia to the Club as Akeno rolled in a large cake.

"Issei." Rias said as everyone tucked in. "I was very impressed with you last night. Good job."

He laughed. "Well than you for your impressiveness."

No one really noticed the red bird staring at them from the window. If they had, they might have known that another threat was on the horizon.

They might've even heard the evil laughter. For Riser Phenex was coming to town.

**And that's the Raynare arc over with. I originally had it that Ben had actually ripped some limbs of, until I read the Highschool DxD wiki and saw that Twilight Healing can't restore lost limbs. But at least I showed how dangerous he could be.**

**At the end of it, when Rias was going to kill Raynare, I had Ben leave because he wanted her to die, but his conscience wouldn't let him stand by and let it happen. So he tried to justify it as he couldn't stop it if he wasn't there. And I found it funny how Akeno assumed he and Kevin were in a relationship.**

**The next chapter is going to be a little light on action. But it will show a few struggles Ben has as a girl.**


	6. A World of Misunderstandings

**And now for some normal fun after the stress of Raynare. This takes place a couple of days after the last chapter, since Asia still lives in the club room.**

**That's all I've got to say right now. Enjoy.**

Chapter 6: A World of Misunderstandings

Issei sighed as the school day finished. It had been pretty boring after all the excitement these past few days. He wasn't too sure how the gang went back to boring old school after a busy night fighting Fallen Angels and Stray Devils.

"What's up you guys?" He called out as he entered the Club room. He was nearly clotheslined by a hanging bra. As he backed away slightly, he noticed it was pure white, big and looked so soft. He plucked it to check how soft it really was, and was so happy that he was touching something that touches boobs.

"_This is awesome! But what's it doing hanging right here?"_ As he stopped to think, he finally heard the sound of running water. As Asia's robes hung next to the bra and panties, it must be her having a shower. He heard her humming a song, not realising he was right there.

"Thank you for doing this Bri." She suddenly said. "I'm so sorry that I have to ask for your help like this."

"Ah, well. Don't…don't mention it." Bri voice was all watery, like she was speaking with a mouthful of water. "Once you're done, I'll have that showerhead ready by tomorrow."

"_Dammit. She always gets to see the good stuff."_ Issei's thought were derailed as something big smashed against the back of his head.

"Did you see anything you like, you big pervert?" Koneko asked him with an annoyed tone. She held a lobster in one hand, obviously what she had hit him with.

"It's not what it looks like." He said, rubbing his head with one hand and holding the bra in the other. Noticing the noise, Asia and Bri both looked out of the shower. Bri was a human-sized lobster alien-thing. A shell curved over her head like a hood, her face cover by a four-eyed helmet. She had a slim figure, with her waist being the tiniest area, and her armour curved to show large breast with green rocks just above them. Her hands were silver claws, and barnacles sprouted from her shoulders and arms.

"Is…is that my bra?" Asia asked him, a towel wrapped around her body.

"I think he's gonna put it on and wear it around." As Issei started panicking, Bri pointed her hand at him, a black hole in her palm.

"It's not like that." He tried to defend himself and peg the bra back up. "It just happened to get caught on my face." Despite his efforts, it just wouldn't peg on again.

"I'm so sorry." Asia apologised. "I know I'm a visitor here and I hate being in the way."

"No, no. It's fine. Really. As a matter of fact, having you around really has its perks."

"Well it won't be for much longer." Asia assured him as Bri drew in all the water on her with her hand. That form must have water powers. Hydro-whatever. "The President said she'd find me a place to stay before she went to school." Bri walked out of the shower and grabbed Asia's clothes for her. As she went behind the curtain to change, Bri seemed to sigh in relief.

"Jeez. What's got you so tense?" Issei asked her. This didn't seem like normal behaviour. Bri seemed to start as she changed back to normal in a flash of light.

"Well, you see… It's uh… It's just… It's just weird. Before every other girl had a better figure than me. Now I outclass nearly everyone I see. I've… never really expected that." She was actually blushing from embarrassment. It must've been really strange for her.

"Don't worry. I bet if all those girls saw you now, they'd be green with envy. You'd get more guys than any of them."

"Yay." Bri said in a flat tone, wilting now. Issei felt confused now. Maybe Bri just doesn't like dating or something.

"Hey, I've been meaning to ask you for a bit. But if you're from another dimension, where are you living?"

"An abandoned house in the city. I have to use Water Hazard for my showers because I don't even have plumbing."

"Man, that's rough." A hero like Bri deserved something better. If the 'gods' had time to make her sexy, they could've at least gotten her a proper home.

"Yeah. But Rias said she'll find me a better place to live in whiles she's looking for somewhere for Asia."

He smiled. "Cool. I'd say call me if the people you're staying with give you trouble, but you'd handle them like yesterday's trash."

Bri laughed. "Let's hope it doesn't come to that."

******(**/*\**)**

When Rias returned to the Club room, she had important news for Issei.

"Early-morning training?" He had to check her heard her right.

"Yes. Your fight with the Fallen Angels made one thing clear. We need to get you worked up to your peak, physical condition as soon as we possibly can."

"Oh. Great." Issei said in flat joy. This was going to be murder.

Rias smiled. "I'll come to pick you up in the morning. 5 sound good?"

"No that's nut. I mean." He backpedalled as Rias looked slightly annoyed. "That sounds fine. But I'm already training with Bri. We were doing well until we met Asia again." Right now Bri had turned into a little rust-red imp-alien in an aviator's suit, and was busy fixing the shower and muttering "fix, fix, fix" over and over again.

"While I admit you two make for a good team, I'm worried that you'll become dependent on Bri, always having her bail you out of problems too big for you to handle. You need to learn to defend yourself."

"I know, I know." Issei muttered. "But she's a good teacher."

"Tell you what. You do well, and I'll have Bri cheer you on in a swimsuit or cheerleader outfit."

"Try it and I'll cook your ass." Bri said quickly, hopping out of the shower. When she changed back, she looked very annoyed with Rias. "I wasn't a good teacher because I was eye-candy. We can do fine together."

"I have to make sure he's learning how to defend himself against _our_ kinds of threats. I'm sure you can be separated from your boyfriend in the mornings."

"He's not my boyfriend." She muttered, barely being heard.

"And don't worry." Rias consoled her. "Even when we're done, he'll still have enough stamina to please you afterwards."

Afterwards, Bri agreed to thaw Rias out of the ice. Eventually.

******(**/*\**)**

"I hope Rias is ok." Asia said as she and Bri walked down the street.

"She'll be fine." Ben replied, yawning. God, he hated having to get up early. He remembered when the Forever knights forced him out of bed at 2'o clock in the damn morning. "None of the crooks I've dealt with ever complained of frostbite. But I swear, if she got us here so early just to tell me off, I'm going to turn her into a crater."

Asia giggled. "I see you're not a morning person."

"Usually, I'm ok. But usually, I'm not sleeping in a drafty, dusty house and having to keep one eye open for intruders. She better find that new place for me soon." They walked in silence for a bit longer, while Ben tried to get himself more awake. "God, I'd kill for a Mr Smoothy right now."

"What's that?"

"Only the best smoothie store in my dimension. I always go there every day and after missions. They really give you a kick in the mornings when you're still waking up."

"Wow. Every day? I'm surprised you're so skinny still."

"Just born lucky I guess. And fighting bad guys is a really good workout."

Asia nodded, then looked at her watch. "Oh my gosh. We're going to be late." She ran off ahead, with Ben trailing close behind her. Not too long afterwards, they arrived back at the park he and Issei had been training at. At one end, Issei was lying on the ground with Rias sitting on his back. He was wearing a grey tracksuit, while she had a form-fitting red and white one.

"Hey you guys, we're here." Asia called out as she ran. "So sorry that we're late. I swear, it won't happen again." She cried out as she tripped, Ben having to swerve to avoid falling over her. "I'm no good at running and talking at the same time." Sighing, Ben reached into her basket and pulled out the thermos she had loaded with hot tea for Issei.

"Here, drink this." He said to Issei, who finally crawled out from underneath Rias' fat ass.

"Thanks Bri. But why are you two here? I thought Rias wanted us separated."

"Dunno. You'll have to ask her that. All I know was that Asia came to my place and said that Rias wanted to meet us here." Ben looked up at Rias, who was leaning against the banister/fence around the park. She seemed to be deep in thought, as Ben had to call her name twice before she heard him.

"What's the matter?" Issei asked her, Ben's chest burning from his worried tone. "Is everything ok?"

"Now that everyone's here, we should probably get going."

"Go? Go where?"

Rias smiled. "Why, to your house."

******(**/*\**)**

Issei's house was a two-story square-ish building with a balcony and shrubbery everywhere. Just in front of the door were several boxes with the Gremory seal printed on the sides.

"Uh…whose boxes are these?" Issei asked in a worried tone. Ben guessed it wasn't normal to find them like this.

"Yeah, that's all my stuff." Asia replied. "And I'm guessing those boxes over there are Bri's. Apparently, I had more stuff than I thought I did."

"Not hard for me." Ben said, walking over to his stuff. "I don't even own the clothes on my back. I was forced to 'borrow' everything." At least he had some conservative clothes, with a green jacket over a black shirt and his usual brown cargo pants and sneakers.

"But what is it all doing here?" Issei asked, looking at Rias. "What's going on?"

"Well, as of today, Asia and Bri will be moving in with you and you're parents."

"They're what?" Issei was shocked.

"Wait. We're what?" He wasn't the only one. Ben liked the guy, but he hated to think what he was doing in his 'alone time'.

"It's very sweet of you to let us, Issei." Asia thanked him.

When I asked her where she'd like to live, the first thing she said was "Issei's house". And I figured that Bri would be worried she was making moves on her boy, so she had to come too."

"He's not. My boy."

"Hold on." Issei interrupted. "Who said I was looking for a roommate? Or two of them?"

******(**/*\**)**

"I'm sorry. But what your names again?" Issei's father was a pretty normal-looking guy. Ben could see where his spiky brown hair came from. "Was it Bri and Asia (Pronounced _Ae-sha_)?"

"Close. It's Asia (Pronounced _Ah-sia_)."

"Ah, right. Listen, girls. Surely there's a better long-term living situation than moving in with us." Ben agreed with him. Maybe there was another family who let him in. Or knowing his luck, they all had some alone-time to blind him with.

"The thing is, I owe your son and Bri. I need to pay them back for all the good they've done."

"Owe them?"

"Yeah. I came to this town all by myself, and I don't know what I would've done if it wasn't for them. They took care of me, and helped defend me from bad people. So now I'd like the chance to help take care of them." She frowned. "But if it puts you out in any way, I'm sure we can think of something else."

Issei's mother smiled at them. She was a buxom youngish lady wearing a cream shirt and with long, chocolate-coloured hair. "Oh darling. We're not saying you two can't stay here. And Lord knows we have the room. It's just…the thing is…Issei's…"

"Issei is an abnormally horny child." Mr Hyoudo interrupted. "He's a pervert, and he's not to be trusted. Especially around you, Miss Bri"

"Well put." Mrs Hyoudo agreed. Ben was shocked. To think his own father would say that. It was true, but that just made it all the more embarrassing.

"C'mon Dad." Issei clearly thought the same. "How can you say that about your own son?"

Rias interrupted the family before they started arguing. "In addition to room and board, there's something else they could get from this. They could learn to be good wives." Everyone started shouting at that with Ben shouting the loudest. "Well, Issei and Bri are already dating. They've probably already…" She stopped as Ben started breathing ice, his glass of water already frozen and frost forming on the table. But Issei's parents were too busy dreaming to notice.

"All these years, I never thought we'd find someone willing to sleep with this big lunk and give us some grandchildren." Mr Hyoudo said in joy.

"What? No! No! No grandchildren! No nothing! We're not doing anything!" Ben was nearly going to faint. This was going horrible. Bad enough everyone couldn't accept that they were 'just friends', now they'll think they're having sex all the time! He never thought Issei's parents would be as bad as him in some ways.

"Maybe a marriage will get rid of his unhealthy obsession with the pornography." Mrs Hyoudo ignored them.

"Mom." Issei whined. "You're killing me."

"I'm sure you both know this." Asia said. "But Issei is a very kind boy."

"Well isn't she as cute as a button?" Everyone looked Ben, probably expecting him to say something too.

"He's…alright." Ben mumbled. "He's got a good heart, and does what's right and fair. He respects me and my strength." Mr and Mrs Hyoudo were looking at him with a knowing look that Ben couldn't miss. "And we are just friends. We are not dating, we're just hanging out. And we are** definitely** not sleeping together."

"Of course dear, of course." Mrs Hyoudo said in an airy "I know you are but I respect your privacy" way.

"Miss Rias, we'd love to have Asia and Bri live here with our pervert son. Bri may be his only chance." Mr Hyoudo said.

Rias smiled. "Thank you very much for your kindness Mr and Mrs Hyoudo. I guess that settles it." She said that last part to Issei, smiling even more as he got flustered.

Ben was annoyed. "Is anyone here even _listening_ to me? Am I speaking English again?"

******(**/*\**)**

Issei smiled as Asia introduced herself to the class. They were all happy to meet her. Even his friends found her hot as hell. Rias must've pulled some strings to keep the three of them together.

And speaking of that, he looked around at Bri. She seemed down after this morning, not even cheering with the rest of the class. She was just staring out the window, a sad-yet-annoyed expression on her face.

"…luckily I'm living with Issei and Bri." Asia was saying. He was shocked to see every guy in the class glaring at him with pure hatred. Matsuda and Motohama grabbed him by his blazer and started shaking him.

"Yo, what the eff?" Matsuda was saying. "You telling me that Hottie and the Porn Star live with you and you don't tell your homies about it?"

"C'mon dude." Motohama shouted. "Tell us your secret. Have you sworn off porn or something?" Issei was about to tell them he had nothing to do with this when Matsuda yelped in pain. He looked over to see that Bri held his arm in her grip. Matsuda's hand was twitching like crazy as the bloodflow was blocked off, and Issei could've sworn he heard his bones creaking. Bri pulled him closer as fire started burning in her mouth. She looked as pissed as when Yuuma killed Asia.

"What. Did. You. Call. Me?" She said slowly and clearly, squeezing his arm tighter with every word. Matsuda started crying louder as he tried to pull away. "I. Am sick. Of all. The rumours. I'm sick of all the guys thinking I'm a slut. I'm sick of all the girls thinking that Issei is forcing me to be his friend. And I am sick. And tired. Of everyone thinking we're dating!" She threw Matsuda over her should hard enough for him to smash through the wall and into the next classroom. And the next. And the one after that. Issei gulped. This was going to be hard to explain. Bri sat back down at her desk and rested her head on her arms. If Issei listened very carefully, he could almost hear her sobbing. He wrenched himself free of Motohama and sat down next to her, his hand resting against her shoulder.

"I'm sorry Issei." Bri whispered, looking up at him and drying her eyes. "I'm supposed to be the strong and tough one, who laughs at enemies and kick ass. And here I am, tearing up because of a stupid name. You must think I'm pathetic."

"I don't think you're pathetic." Issei said. "From what you said, you've dealt with things I couldn't even dream of. You stared them down, kicked their asses and sent them all packing. I think you deserve some time to deal with normal problems." She started giggling as he said that.

"Thanks. I need that. It's just…" She frowned, looking out the window. "Everyone keeps thinking we're 'doing it'. Rias, Asia, the gang. Hell, even our enemies think we're dating. And the fact that your parents think so too, it just hurts."

"It's ok, Bri. I know that we're just friends. _You_ know that we're just friends. And that's all that matters. I don't care what other people think of me. They don't matter at all."

Bri smiled, but they were distracted as they heard Murayama and Katase talking to Asia.

"…make sure that your room has a lock on it and keep it on at all times when you're in there." Murayama was saying.

"Ah, ok." Asia looked a bit confused.

"And he probably masturbates in the bathroom, so watch out for pubes." Katase said as well.

"R…right."

"He's probably got hidden cameras all over the house, so search everywhere." Murayama continued.

"All right everyone. That's enough!" Issei shouted in frustration.

God, he hated irony.

******(**/*\**)**

"This is so amazing!" Asia shouted from Ben's back. He had turned into Terraspin, a large green turtle-alien could generate wind. She and Issei were sitting on his back, meaning he had to make sure he didn't turn too sharply. But Asia seemed to be enjoying it, and Issei looked pretty happy when he saw Ben in this form.

"Yeah, this is awesome Bri." Issei shouted down at him. "But Asia, you must be exhausted after today."

"Oh, I'm fine. I'm too excited to be exhausted. Everyone was so nice to me. Especially your friend Motohama. But why did Bri throw your other friend through the walls?"

"He called Bri a rude name. And Motohama didn't do anything creepy did he?"

"No. But he did say that once Matsuda was feeling better, they'd like to invite me to something called a 'Devil's Three-way'."

"Promise me you will not go to that." Ben could tell what _that_ was supposed to be.

"O…Ok." They flew on for a bit longer before Asia spoke up again. "Um. What was the mean name Matsuda called Bri?"

Ben was worried about this. But Asia was their friend. Issei would have to tell her at some point. "He called her a porn star. See, from all the rumours we've heard, we think that American girls as super-hot, have massive breasts, and are real easy to sleep with." Asia gasped. "But even though _I_ know the truth, they both still think of Bri as a walking sex toy. And with everyone thinking we're dating, she kinda just snapped under it all. Not that I blame her, of course. That was a pretty dick move."

Ben nearly missed the street, he was so busy listening to them. "We're here guys. Issei, feed those papers into my shell."

"Ok, but I don't know what you're planning." Once all the papers were stored inside him, he started moving down the streets. As he flew along, he used the wind he generated to fire the papers at the houses so that it looked like it was raining. He made sure not to linger, so that they were all spread out. "Holy… cool." Issei said. "This is actually pretty awesome."

"It's like we're on our very own magic carpet. Just like in that American film."

Issei laughed. "You know, I think you could be right." Ben felt his chest grow warm again. He didn't know what was happening. He couldn't be having feelings for a boy.

Right?

******(**/*\**)**

"This is the place." Issei said to Bri. After delivering those pamphlets, Rias wanted Asia to go and do her first pact. Issei didn't think it was a good idea, and Bri agreed with him. The guy might try and force himself on her. Rias was thinking of having Bri bodyguard her, but she eventually agreed to let Issei go with Bri instead. She kept having that knowing little smile, at least whenever she wasn't distracted by something.

Right now they were at another apartment block, standing outside a purple door decorated with flowers. It must belong to some old lady or something.

"Weird colour." He said. "Why would someone with a purple door summon a demon?"

"Don't know." Bri replied. "Maybe they want some gardening done. And I'm pretty sure they'd call it 'lavender'."

"Whatever." Issei rang the doorbell, waiting to get called in.

"Come on in, sweet tits." A very male voice said. Issei and Bri started, looking down at her chest. They hoped it wasn't going to be what they thought it would be.

"If he tries anything, I'm smashing him through this stupid purple door." Bri muttered. The door opened to show a very tall, musclebound man wearing what _looked_ like a…Magical Girl outfit. He even had his long black hair bunched into two pigtails. Issei and Bri felt like they had gone to Hell.

"What's the 4-1-1 girls?" The giant said. "I'm Milton." And he struck a magical pose so…girly, Issei nearly saw hearts and stars.

"Ni…nice to meet you." Issei stuttered. "Say, you didn't by any chance summon a Devil from the House of Gremory, did you?" He prayed to Go…Satan that he didn't.

"You know it bitches. This tall drink of Chardonnay he wants your asses to fulfil." Well, bang went that hope. "Look, Tiny Tim and Buttercup. Milton wants you to turn her into a magical fairy princess."

Issei scoffed. "Yeah, and I want to look like an underwear model."

"Let's be realistic here."

"Dude, you're missing the point!"

"Come on, Devil Man." He looked a lot scarier when he got up close.

"Look. Let me talk to my colleague for a moment." Bri hadn't said a word, she just stared at Milton the whole time. Issei dragged her off a bit to talk her into helping.

"I've caught an alien bottling real ships for collectors." She finally said as they got far enough from Milton. "I watched as a giant alien tick poisoned Yellowstone Park. I even watched as Ghostfreak possessed my cousin and threaten to kill her if I didn't let him possess me. But that is the creepiest thing I've ever seen, short of Diagon himself."

"Yeah, I know. Look, I got nothing. Can you help him?"

"I've got something. But I'm afraid that they'll never let me go if I use their power." Issei was confused by that. Bri had a form that could think for itself? "Besides, they'd probably see this as a minor thing. Certainly not worth doing." She thought about it a bit longer, before smiling. "I've got it." She turned into her small white alien and split in two. Then one turned into the Galvan, while the other became the green robot-thing. And the three of them walked back to Milton.

"Here the thing, Milton." Robo-Bri said, her voice sounding slightly mechanical. I might be able to turn you into a magical girl. But it's going to take time for me and my companion to prepare it. Just give us time, and we'll have it done before you know it."

"Great." Milton shouted. "While you're doing that, your boyfriend and I can get in the mood by watching Magical Milky Girl. She only the most fabulous hooker this side of the Pacific Ocean."

Robo-Bri changed into a walking computer, while Galvan-Bri started typing furiously, probably to get this over with quickly. The left Issei standing with Milton.

"_Just kill me."_ He thought to himself. _"Take me outside and shoot me in my stupid face."_

******(**/*\**)**

"I am never programming that again." Ben growled. As he was Blitzwolfer now, it was impossible to do anything _but_ growl.

It took an hour of pure torture before he finally figured out how to help Milton. He – or rather, she – had been ecstatic. The last they saw of her she had been running off, ready to smite evil with her magical wand. If Ben was very lucky, he'd never have to see her again.

So here he was, running around as a werewolf, claws shrieking against the ground and Issei was again riding on his back. At least this form wasn't _too _feminine.

"Why do I always get the creepy ones?" Issei asked. Ben didn't know how to answer that. Apparently, having powers attracted everything weird to your city. He lost count of how many problems happened right in Bellwood, and he'd bet that they wouldn't be there if he never found the Omnitrix. He nearly howled as Issei's phone went off right by his ear. You'd think that a species that used sonic attacks would be less injured by loud noises.

"Oh, it's Rias." Issei started talking to her, telling her what they did, and how he finally got a pact. At least, they think they did.

Ben sighed. He missed his normal life. At least _there_ if someone was trying to kill him he knew why.

******(**/*\**)**

At school the next day, it was time for athletics. The boys were wearing white shirts and grey track pants. The girls also had the shirts, but they wore some kind of blue bloomer pants instead. To all the horny boys in class, it was pure heaven.

For Ben, It was pure hell.

It wasn't bad enough that he had to change with all the other girls, getting eyefuls of breasts, bras and panties. It wasn't enough that some of the girls had almost fondled her, complaining about how big her breasts were. It wasn't even enough that they were wearing such skimpy pants. No. what made it Hell was the glances he got while he was stretching.

"And stretch." Ben never really caught the girl's name. He only got partnered with her because they were of similar height. Ben grumbled as she leaned forward, pulling him taunt and having his breast point to the sky. He could almost feel the guys' eyes burning through her clothes. As he got set down again, he noticed Issei was walking away. Probably to take a nap or something. He'd said he had been feeling tired from last night. Also, Milton surprised him during the night, thanking him for the gift.

Ben sighed, hoping the guy was going to be ok.

"Hey Bri." His partner said. "You need to do it too. Stop daydreaming and get going."

"Right. Sorry."

******(**/*\**)**

Ben whooped as he raced across power lines as Feedback, chasing a bunch of crooks that had robbed the local bank. They had been so busy looking for the cops that it was pure luck they dodged his lightning blast. They started driving more erratically, shooting at him like crazy. But he just flipped his way over their shots before finally blowing out their tires. A fire started in the engine as they skidded to a halt, bailing out of the car before it exploded. He turn one arm into Heatblast and absorbed the flames before the whole thing exploded. With the other, he used Snare-oh to tie up the morons and dangled them upside down from a lamp for the police. As he raced away, he started cheering. No more confused feelings, no more perversion. Just awesome hero work. As he changed into Jetray, he heard someone scream. He smiled at helping them.

Duty calls.

******(**/*\**)**

By the end of the day, Ben was pooped. He had been rushing all over town, stopping one problem after another. He didn't really get a chance for lunch, unless you count eating guns as lunch. As he flopped onto his bed and watched as his breasts nearly smashed his face in again, he wondered what to do now. It wasn't long before he decided to look at his new clothes. He had put it off last night, because all that calculating had been hard work. As he opened one of the boxes though, his heart nearly stopped.

Lacy bras. G-string bikinis. Short shirts and even shorter skirts. Fishnet stockings. A rubber suit. And even more bikinis, each one skimpy for a girl half his size. Every box was filled with things he wouldn't have wanted Julie wearing, let alone himself.

Only one person could've done this. One person who apparently loved to torment him.

"RIAS!" He yelled as he rushed back to the Club room as XLR8.

******(**/*\**)**

He smashed the doors open, breathing heavily, and found Rias hugging Issei in front of everyone. His heart burned hotter than any star as he turned back to normal and stomped over to them.

"Uh, Bri? You ok?" Issei asked him, but he was too angry to answer.

"What the hell are these?" He yelled, waving around the tiny bikinis in one hand. Issei watched them flap around, his eyes nearly popping out. Rias merely smiled.

"You don't like the wardrobe I got you? But it would look so dazzling on you. Issei would love to see you in them."

"But I don't wear this kind of clothes. There's not a decent thing in the whole lot. Did you really think it was funny?" Rias stopped smiling. Evidently, she heard about what she did to Matsuda the other day.

"I'm sorry Bri." She apologised. "I didn't think you would react this badly to them. Rest assured, tomorrow we'll go into town and you can choose what kind of clothes you'd like to wear." She walked closer to him. "But seriously. Keep the bikinis. You'll look wonderful in them.

Ben wilted. "I don't want to be dazzling, or wonderful. I just want people to stop staring at me. I want to be normal." He left the room, ignoring Issei's voice. As he walked through the doors, he started tearing up.

God. His life sucks.

**Ouch. Poor Ben. I honestly thought this would be a fun chapter, but everything just flowed into this point. If Ben seems to be acting overly emotional, it's kinda understandable. He doesn't know when he'll go home. For all he knows he's stuck as Bri for the rest of his life. And Rias reminded him of that fact.**

**On a lighter note, I noticed that I write far more for Ben DxD than for my other story, Fate of The Strong. Perhaps it's because I enjoy the friendship moments of DxD, and the action isn't quite so back-and-forth. Or maybe it's because I enjoy having at least a dozen characters being one guy.**

**Or it might be the fact that the English dub has uncensored boobs.**

**And I wasn't too sure if he was called Milton or Mil-tan. So as a guy He was Milton, but as a girl she's Mil-tan.**

**See you all next week.**


	7. The Life And Times of Bri Tennyson

**Poor Ben. But luckily, he'll be having a better day this time round.**

Chapter 7: The Life and Times of Bri Tennyson

By the morning, Ben had managed to cry himself into a melancholy sleep. When Mrs Hyoudo woke him up, he merely pretended he was feeling ill. He couldn't take another day of having every boy in school stare at him like a cut of meat. It wasn't until lunchtime that he managed to drag himself out of bed and into the shower. He stood under the water for what felt like forever, his last remaining tears hidden. As he stepped out, he just stood there, staring at the girl in the mirror.

Massive soft round breasts. Slimming curves. Smooth skin. Everywhere he looked, he only saw yet another reason to hate his life. Another reason he hated being a girl. He shook his head, smacking his forehead a couple of times. "C'mon Ben. Snap out of it. You've fought dozens of warlords and powerful monsters. You've looked Vilgax and Diagon and Aggregor in the eye and pounded them all. And yet being a girl is what's killing you? What would Gwen and Kevin have to say if they could see you?" He smiled, before speaking an octave higher. "'Ben, you dweeb. Being a girl's not the end of the world. I do fine as one.'" He then lowered his voice as gruff as it could get. "'What a wimp Tennyson. I can't believe you find having tits more terrifying than fighting me.'" As he started laughing, he knew they would be right. He was a hero. He saved the Universe. He can't just fall apart because he switched genders. He started getting dressed, wearing his old modest clothes. He was going to have to get Rias to take him shopping today. And he wasn't going to let her talk him into _any_ skimpy clothing.

"Look Ben, just calm down." He started talking to himself. "Once you find and deal with this big problem Rias will have, you can go back home, back to being a guy, and forget this whole thing ever happened." As he walked to get some breakfast – or lunch. It had been a long sleep – He noticed a letter lying on the ground. He could just let Mrs Hyoudo find it, but it didn't feel like it was time for the mail to arrive. He finally walked over to it, noticing his female name on the front. As he tore it open, he saw the Gremory seal on the other side. Rias must've sent it. But why?

_Dear Bri,_ It said. _I apologise for yesterday's prank. I didn't realise that your appearance was causing you such distress. I also apologise for having to send this letter, but an important matter has come up._

_Issei and Asia have progressed far enough to summon their own familiars, and can only be done on the night of a full moon. This requires using a portal to enter the Familiar Forest, finding a familiar that best complements them, and binding it to their will. As you are not a real Devil, I'm afraid that you cannot gain a familiar yourself. And given your feelings right now, perhaps it is for the best._

_Enclosed in this envelope is at least 300,000 Yen. That should allow you to buy enough clothing to satisfy your needs. Though I'm still a bit confused. You have a wonderful body. You should flaunt it every now and then._

_Talk to you after we've gotten familiars._

_Rias Gremory._

Ben snorted. Of course she didn't understand. She was a sex-crazed bimbo who couldn't understand what it's like going from a boy to a girl. But she did have a point about the clothes. That kind of money _would_ satisfy his modesty.

And at least he had something to do today.

**(**/*\**)**

"I need a bigger bag." Ben sighed, carting all his new clothes around. It had been difficult to find anything that fitted him without looking sluttish. Tailors should know that not every girl like to flaunt their 'assets' all the time.

_Still, maybe they do here. I keep forgetting that I'm from a dimension where a girl can't go around without being perved at 24-7._ His thoughts were quickly interrupted as a soccer ball slammed into his noggin. He gave a yelp as he fell over and landed on his ass and his cart tipped over onto him. Just his luck.

"I'm so sorry." A girl called out, running over to help him. As she got some of his bags off him, he finally got a good view of her. She was just as slim as he was, but her curves were far less pronounced. She had the figure of an athlete instead of a hooker. Her brown hair was partly dyed a vibrant blue, giving her a striking appearance. Ben wasn't likely to forget her in a hurry. She was wearing his school's gym uniform, but she had real shorts instead of those bloomers he had to wear. "Are you ok?" She asked him.

"Oh yeah. I'm totally fine. I've been hit with worse than a soccer ball. And my butt helped cushion my landing." As he got up he started rubbing his ass, trying to get some feeling back into it. "You're uniform looks familiar. Do you go to Kuoh Academy?"

She nodded. "I'm Sakura Orihime. And you're Bri Tennyson. I'm in the class right next to you."

Well that explained how she knew about him. "I hope I didn't frighten you when I threw the pervert through the wall. I forget how strong I can be sometimes."

"It's ok. Besides, Matsuda's had that coming for a long time. Same for Motohama and Issei."

"Issei's a nice guy when he not lusting after every girl."

"Oh yeah. You're both dating." This rumour was going nuts. The whole world's probably heard it by now.

"We're not dating. We're just good friends."

Sakura laughed. "That's how it always starts in manga. The tsundere girl is just a 'good friend' with the perverted boy. Then they start getting feelings for each other as the boy gets less perverted. And at the end, they consummate their wedding vows." She gave a little twirl at that point. Ben's stomach dropped a few miles.

"Whoa, whoa, whoa. No one's getting married. At all." Ben looked around desperately to find something else to talk about. "So, you like soccer?"

Sakura nodded. "I'm a left striker. That means…"

"Your job is during the game is to strike a goal, or pass the ball to the right striker if you're being blocked off." Ben finished for her. "I used to play when I was younger. Goalkeeper."

"Really? Well, I was on my way to a match. I accidently left my gear back home and I had to rush back." She slapped her forehead. "Oh crap. I'm gonna be late."

Ben laughed. "I'll swing round after I get all this back to my place. It might be fun, seeing it again."

"Yeah, I've been meaning to ask. What's with all the clothing?"

"I…kinda misplaced my luggage on the trip over, and Rias Gremory offered to buy new clothes for me. Unfortunately, she thought it would be funny to have everything look like it belonged to a stripper. She apologised, and gave me some cash to buy a new set of clothes for myself."

"Cool. Well, I'd better get going now. Catch you later." Sakura ran off, her soccer ball safely under her arm. Ben sighed. He wasn't sure he was in the mood to watch a soccer game. It might just remind him how he couldn't really play anymore. On the other hand, seeing his old sport might cheer him up.

It'll probably be more productive than moping all day.

******(**/*\**)**

The soccer girls were already going strong before the referee finished blowing her whistle. As the kicked the ball around and tried to intercept, a novice would've expected their long legs to start getting tangled. But Ben could see that they were pretty skilled, missing each other by inches. As one side finally passed the ball closer to the opposing goal, Ben spotted Sakura getting ready to strike it. It passed by her, but she gave a short dash and booted it at the goalkeeper. She managed to deflect it, but the right striker came in from her blind side and scored a goal before anyone could react. Ben gave a cheer as Sakura's team started giving out high-fives. The referee whistled again and called for half-time.

"That was great Sakura." Ben congratulated her as she came over. She was mopping her face with a small towel before sipping from her drink bottle. She beamed at him.

"Thanks Bri. I'm so glad you could make it. I'd bet you'd still be good if you wanted to join our practice match."

Ben looked down at his breasts. "I seriously doubt it. These blimps would just keep getting in the way."

"Not really. See that girl over there?" Sakura pointed to a blond-haired girl with modest breasts. "She's actually pretty big herself, but she got around that by binding them. She says that they don't impede her that much and they don't bounce around that much. Though she does get short of breath some times." Ben really considered it. He was pretty sure there were some hazards to binding his breasts, but he'd love to be able to play without getting smacked in the face all the time. "So why did you stop playing in the first place? Too busy with some handsome guy?"

"No actually. I was pretty flat back then, but some more…personal things came up and kept getting in the way. By the time I wanted to play again, I grew had a growth spurt all over and got these." Being a super hero meant he never had enough free time to play, but she didn't need to know that.

"Oh you poor thing. I'd probably die if I got too buxom to play sports anymore." She was about to say more, but everyone was interrupted by a loud scream and the sound of wood snapping. One of the bleacher the team had been sitting on had suddenly collapsed. As Ben and Sakura ran over, he hoped that no one was badly hurt.

Fortunately, most of the girls were sitting on the solid parts, and climbed down before they fell apart too. But one of the girls, a raven-haired one, was lying at the bottom, crying. As a couple of teammates tried to lift her up, she cried out in pain. Looking closer, Ben saw that her ankle was sticking out the wrong way. She must've broken it during the fall.

"Oh my god." Sakura gasped. "Rin, are you ok?"

"She just needs to lie down." The blond-haired girl from before said as she lifted Rin by both legs. She kept talking as she and another girl carried her over to a safe place. "We'll need to make a splint for her, but this shouldn't be life threatening."

"That's a relief." Sakura became worried again. "But we'll have to forfeit. We can't play without a goalkeeper. Unless…" She gave Ben a stern look. "Do you still know how to play?"

Ben nodded. "But I'm going to need some bindings or something."

"Right then. Kallen can supply the bindings. Hopefully, we'll still be in the running."

******(**/*\**)**

"That was so incredible Bri!" Sakura fan-girled as they walked home. It turned out that she didn't live too far from Issei's place. "I can't believe you quit playing. You could be in the World Cup or something."

"Thanks, but I swear I'm not that good." Ben replied. Truthfully, he nearly forgot about a few rules. But no-one noticed, and they managed to pull a win.

"Yes you are. You don't have to act so modest."

"I already let fame go to my head once and it wasn't pretty." Ben changed the subject. "How's Rin? Is she feeling better?"

"She was lucky. Her ankle was just dislocated. Kallen managed to set it in place again, and she'll be ready to play in a week." She sighed in relief. "I still can't believe that only a small part collapsed. What are the odds?"

"I know. She wasn't even that heavy. You'd think the whole thing would've collapsed." Ben was worried. The odds were too small for mere chance. And it wouldn't be hard to sabotage the bleacher. But why go after a soccer team? Surely they weren't _that_ competitive over here. "What would the winning team get anyway?"

"I know what you're thinking, but the winning team only gets a small trophy and a ¥100,000 bonus for their club. Not enough to try and hurt someone over."

"I dunno. I knew a kid who tried to hurt me because I was more popular than him. And I was the _second-least_ popular kid in school." Billy Billions really needed to let that one go. It wasn't his fault he's stuck looking like a 10-year old forever.

"Really? That's so stupid. But I doubt it'll happen again. Someone might start getting suspicious." By now they were standing outside they Hyoudo house. Sakura gave a start. "Wait. You're telling me that you're actually _living_ with Issei Hyoudo?"

"Yes, I am. And yes, I lock my door, seep for cameras and kill him every night only to watch him rise from the dead like a zombie." Ben snarked at her. "He's fine. He respects my boundaries, and he doesn't try anything."

"Of course he wouldn't." Sakura said with a knowing glance before giving a big yawn. "Well, I'd better head on home. See you later Bri."

Ben smiled. Hanging out with her had been a blast. She was funny, strong and smart. Issei and the others were nice, but it was also nice to hang out with someone normal.

That and she had a killer body.

******(**/*\**)**

"You're in a cheerful mood Bri." Issei stared as she started humming. What was with her? Last night she had been bawling her eyes out and today she was back to normal. What's up with that?

"Hey Issei." Bri nodded, her breasts noticeably smaller than before. She must've bound them or something. "I was out helping the school soccer team with their match. One of the girls got injured, and I used to play back before I got too busy being a hero."

"I'm so glad you're feeling better." Asia said. "I was worried when you ran off yesterday."

"Don't be. I guess I…over-reacted about the clothes. But I'm still just getting used to looking like a playboy girl." She looked a bit downcast, but she smiled at them again. "So how did familiar hunting go?"

"We haven't even started." Issei sighed. "Turns out that the Student Council is also a devil group, and they wanted to get a familiar too. We tried a game of tennis, but Rias got a bit out of hand. So no one won the game." He perked up a bit. "But the girls looked awesome in their tennis outfits. And tomorrow night, we're gonna beat them in a game of dodgeball. And there is to be no powers to make it fair. But given how it went today, that's probably gonna go out the window pretty fast. So I was wondering if you wanted to be our secret weapon. Ready to join?"

Ben seemed to pause, maybe thinking of saying no. But her eyes lit up with a steely glint as she nodded. "I'm up for it. Seems like getting a familiar is a big deal, and I don't want you guys missing out."

"And maybe a fun game will take my mind off things."

******(**/*\**)**

Ben groaned as he walked down the street. He acted like an idiot and left his bindings on last night. He woke up with his ribs aching and having to take short gasps. Swampfire and Asia healed the damage, but it was still a good reason not to keep them bound 24/7.

Well, that and the fact his breasts had leaked during the night. He nearly died from embarrassment.

So here he was, skipping school again. He didn't want to have to deal with all the boys today, and so he was wandering around town hidden in a sweatshirt. No one paid him any attention, and he was glad for that. And maybe he could meet up with Sakura later today.

He was distracted as a man in a business suit ran past, screaming his head of about 'monsters'. Ben nearly brushed it off until a huge crowd of people followed the man. As they ran past screaming, he grabbed one person and nearly got his arm ripped out of its socket for his trouble.

"What's the problem?" He asked the young lady he had grabbed. She was trembling with fear. Poor girl probably didn't see monsters that often.

"A-a-a demon." She stuttered. "A green lanky demon with purple horns cackling on a giant frog demon. It was speaking in a strange language, and shot lightning that turned animals into more demons. You can even see its brain." Ben tried to think if any mythology mentioned a demon like that, but nothing came up. In fact the only thing he could think of was…

His blood ran cold. He left the woman behind, racing back the way she had come from. There was no way he could've followed him here. No way at all. But if he had…

Ben hoped he wasn't too late.

******(**/*\**)**

"Ha-ha-ha." The demon cackled. "Tremble fools. Tremble before the might of… Dr Aloysius James Animo!" Ben groaned. How the hell did Animo end up here? They were in another dimension for crying out loud. Ben watched as a business man ran past, being chased around by mutant squirrels. Guess it was time to step in. But things were still complicated. A regular prison wouldn't hold Animo for long, so he would have to construct his own Null-Void Projector. But that would mean that Animo would be back with his usual rogues. If any of them found out he was now a girl, his life would be ruined. It would be even worse if his friends found out, or Will Harangue. He'd never be able to return home without being a laughing stock. He'd just have to make sure Animo never found out he was female now.

He pressed down on the watch and was enveloped by the usual green glow. As Animo squawked in surprise, Ben had changed fully into Heatblast. His skin became molten, with dark rocks covering him. Fire billowed out through cracks as he clenched his fingers. His feet ended with two curved toes and a back toe like a bird. And his head looked like mask, with most of it hidden behind a raging fiery hair.

Annoyingly, his arms were now much thinner, his face was longer and his chest curved with a noticeable bust.

"Oh man." He moaned, his voice clearly feminine. How was he supposed to hide his gender when his forms looked so womanly?

"Tennyson? So this is where you vanished off to." Animo looked furious. "Well no matter. You have no allies here to defend you from my vengeful wrath. Then, I will rule the world with my army of animals."

"With what, your army of mutant poodles?" Ben asked, his voice deepened to appear male.

"Indeed. The world will bow before my poodles. Now, prepare to die!" His mutant animals rushed at Ben, but he was ready. While he didn't want to kill people, he wasn't too concerned about pets. He used a blast of fire to fly upwards, barbequing the animals and trapping the survivors in molten asphalt. Birds tried to strike him, but he dodged all of them and blasted off their wings. One surprised him and swallowed him whole, but exploded and splattered down on the town.

"Curses, Tennyson. Curse you and your meddling ways. Now I have to find a way to get you to cease, so that I can kill you without retribution." He looked down at the street below, searching for an innocent civilian. He smiled as he spotted a girl with brown-and-blue hair. His frog grabbed her with his tongue, leaving her dangling over the streets below and screaming. "Behold Tennyson. Cease and desist, or this young lady will fall to her doom."

Ben was shocked to see that Animo had managed to grab Sakura. Out of all the people he had to grab, why was it someone who knew him as Bri? Quickly, he changed form. Now he was a pterodactyl-alien with brown scales. A green-and-black swimsuit covered his body, leaving his arms and legs free. His sharp claws gripped the air in anticipation. And a jetpack was fused to his back, with large glider wings and green energy blasting from behind.

He also had a smaller, but still noticeable bust.

"Oh come on." Ben groaned as he flew over to Animo and Sakura. "I'm a reptile. I don't even _need_ breasts." He formed an energy whip in one hand, using it to slash through the tongue like a hot knife through butter. Sakura screamed again as she fell, but Ben caught her almost immediately. He swerved back towards Animo, and then blasted his frog in the face with his jetpack. The monster's corpse fell down as Animo was thrown off its back. Ben managed to catch him with his feet, and 'accidently' slammed him into a wall. He dropped him on the ground, and landed with Sakura safely in his hands.

"Are you ok, Sakura?" He asked her. He got a face-full of some dark slime as she started coughing.

"I think I swallowed some of its blood. A-Am I going to turn into one of those demons?" She was starting to panic.

"Whoa, whoa. It's not, 'squawk', a demon. It's just a mutant animal." He smashed Animo's horns and watched as all the mutant remains turned back into animals. Sakura watched in amazement before looking at him with a shrewd expression.

"How did you know my name? He never knew it, and I'd remember if I met a talking dinosaur before today."

Crap. Ben had addressed her by name without thinking. If she and Animo talked, his life would be ruined in both dimensions. Before he could think of a way out, Animo woke up with a groan. As he rubbed his head, Ben used Snare-oh's power to bind him before turning into Pesky Dust. He shrunk down till he only reached Sakura's knees. His skin turned blue and his clothes changed into a green leafy dress. He had pink markings on his face and blue hair sticking straight up, while four large purple wings fluttered as he flew.

"Well, well Tennyson. And what exactly will that girly little form do? Pitter patter all over me? Maybe throw some flying dust at me? Or will it just fade away if I shout 'I don't believe in faeries'?

"Shut up Animo." Ben chirped, shooting some dust at him. Even as he fell asleep, Ben was already turning into dust and entering his mind. Inside, Animo was attacking Bellwood with an army of mutant animals. Kevin was being eaten by a worm while Gwen was barely holding out against a giant lizard. Most of the plumber agents were already lying around, most likely dead. When Ben looked at himself, he found to his annoyance that Pesky Dust was looking far more seductive than before. He was now taller than his normal height, with his dress barely able to cover him. His white gloves were now stretching up to his shoulders, and the top of his dress was now hanging onto his full breasts. His hair was also hanging down now, covering one eye and itching his back.

"Yes. Tremble before my might Bellwood." Animo was shouting. "Today America. Tomorrow, the world!" Ben groaned. He wasn't sure how he'd manipulate this memory to tell him how Animo ended up where he was. Then he looked down at himself, and an idea formed. He didn't like it, but when in Rome.

"Oh, of course you'll rule the world doctor." He said with a sultry voice. Inwardly he was cringing from it. "Only someone with your genius could ever accomplish such a momentous deed."

"Indeed, my lovely assistant." Animo didn't bat an eye at Ben. He probably always imagined having a sexy assistant. "And with that blasted Ben Tennyson out of the picture, it will be all the more easier."

"But I saw you conquering a much easier world before. One where the Plumbers weren't active." He lay across Animo's lap in a seductive pose. "How did someone of your brilliance end up there?"

"Hmph. I imagine that their Null-void projector malfunctioned. It already opens a portal to another dimension. It's not that difficult for it to send someone to another dimension." He smiled at Ben. "Now how about a kiss for the doctor?"

Ben didn't say anything. He just glared at Animo and gave him a solid right hook. As the dream collapsed around him, he left his mind and appeared back with Sakura. Luckily, he was back to looking normal again.

"Oh thank god. Now at least I don't look like a wet dream anymore. Now I just need to get word to the Plumbers about their malfunctioning Projector."

"Bri? Is that really you?" Crap. Ben forgot about Sakura. She was staring at him in amazement. Which was pretty appropriate. She'd never met an alien before now. Ben changed back to normal with a flash, now back to his normal height. "Are you some kind of demon? Stay back from me! I-I-I know kung fu." Ben had seen Gwen fight enough times to know that Sakura knew about as much about kung fu as he knew about quantum entanglement. He thought it over a bit. He'd love to tell Sakura about being a hero. She'd calm down after he explained a bit. But She might put the pieces together and realise he was really a dude. He didn't want that. She think he was a pervert. They were interrupted by Animo laughing.

"So. The great Ben Tennyson is a woman now. And he looks like a pin-up too. I may be a villain but at least I don't spy on women in the nude like you do." As he laughed even harder, Ben knew what he had to do. Sakura would hate him if she ever found out what he did. But hopefully, she'd never find out.

With a bright flash, Ben changed into Gutrot. He changed into a curvy woman in a green suit and with purple shoulders and helmet. There were exhaust ports all over him, and the Omnitrix was attached like a gas mask. Where his stomach and breasts would be, he instead had gas-filled tanks. Ben sighed.

"Great. Another big-breasted form. I'm really getting sick of this." He had an Italian accent, like a mob gangster from the movies. Gutrot already knew the formula to create fluoromethol-hexafluoro-isopropyl-ether, which causes short-term memory loss. Hopefully long enough to forget he was a boy stuck as a girl. Animo and Sakura groaned as the collapsed. He used Upgrade to build his own Null-Void Projector and sent Animo back after making sure he had the right co-ordinates. He'd hate to make Animo some other dimension's problem. Then he changed back into normal and carried Sakura away from the alleyway. Someone might've noticed him carrying them down here. Not long after, Sakura woke up. She stared at Bri with a glazed look, frowning as she noticed she was being carried. "Hey there, Sakura." Ben said as he put her down. "How are you feeling?"

Sakura frowned some more. "Ok, who are you? And why are you carrying me?"

Ah crap. He made the dosage too strong.

Now she forgot everything about him.

******(**/*\**)**

"Hey Bri." Issei greeted him as he entered the gym. "Did you hear? Apparently a giant demon showed up in town and started making more demons. But they got destroyed by a monster made of fire that turned into…" He slapped himself on the head as he realized. "That was you wasn't it? You fought off the demon while we were stuck in school."

"It wasn't a demon. Just a B-list villain from my dimension." Ben was feeling tired. Fighting those mutants was a bit exhausting. Not to mention that he had to make sure that Sakura got safely back to her friends. Luckily for him, even though she couldn't remember him the other girls on the team did. And they were nice enough to lend him a spare uniform. Ben would rather die than go around in those bloomers again.

"Seriously? How'd he get here?"

Ben started doing some stretches. He still remembered his sports training, and the first time he ended up on Anur Transyl he got cramp because he forgot. "We've got an entire dimension called the Null-Void, where we place all our criminals in. You need a Projector to get in or out, so it's pretty much perfect. I think he got here because the Projector used on him malfunctioned and sent him here. It's probably Blukic and Driba's fault. Again."

Issei got distracted as Akeno helped Asia stretch. Akeno's breasts dangled like fruit while if someone was sitting where he was, they could see a bit of Asia's panties. He just stared at them drooling for a bit. But Koneko noticed, and with an annoyed frown pushed down on him until he yelled in pain. Ben sighed and shook his head. Man, Issei just couldn't help himself.

As soon as they finished their stretching – and Asia heal Issei's back – Issei handed out some white headbands with 'Occult Research Club' written in red Kanji. Ben thought it was rather nice.

"Team headbands?" Rias asked. "Nice one."

"We're gonna look totally badass." Akeno said.

"Thanks." Issei replied. "I stayed up all night making them. I just wanted to make something cool to say thanks for everything you guys are doing for us. It's great having friends like you. Plus, I suck at sports, so this way I'll remember not to throw the ball at my own team." Ben laughed at that. He remembered making that mistake a couple of times too. Rias just stared at her headband, a small smile on her face. "What's wrong? Are they lame? Maybe I should've gone with T-shirts instead."

Rias shook her head. "It's fine. I think they're perfect Issei. It's nice of you to do that."

"I don't know. It's not a big deal or anything."

"Even the little things can mean a lot." Ben said.

Koneko smiled. "You're a pervert, but you're sweet." She pretty much summed up Issei in that sentence.

Rias put her headband on. "Now let's get out there and kick some Sitri butt." As everyone cheered, a new voice called out to them.

"Ready to rock and roll?" Ben looked over to see a group of girls holding dodgeballs walk over. They were all kinds of shapes and sizes, ranging from brown-haired and small to white-haired and buxom. Ben also spied a guy standing amongst the bunch. To him, they looked like an 'evil' counterpart to their group. "Ah. I see that the rumors of Bri Tennyson being a part of your club were true. I wonder what other rumors are true." Ben frowned at that. One day he really needed to nip that relationship rumor in the butt.

The guy of the Student Council walked over and started shaking his hand, his eyes never going higher than his chest. "Hey there, Beautiful. Name's Genshirou Saji. Now let me tell you, you can do so much better than that loser dipshit. A girl like you needs a real man."

Ben's eyes flashed with anger as he let a bit of Fourarm's power bleed through. He squeezed Saji's hand hard enough to make him squeal. "Don't worry. When I see a real man, I'll let him know you're interested in a date."

"I suppose that's enough… 'Friendly banter'." The short-haired girl in the middle said. She was probably the Student Council President, Souna Shitori. "We have a game to win."

Rias smiled. "I was thinking the same thing."

As soon as the first whistle was blown, the game turned brutal. Koneko was out within the first few moments, the ball ripping a hole through her shirt. She shrugged it off with 'she needed a drink anyway'. The dark-haired girl that was Sona's second had charged her ball with blue fire energy. Bri managed to intercept it, but her shirt was torn to shreds by the force.

"Hey!" She shouted as she tried to cover her chest. "No magic allowed!" The Sitri team merely smirked at her discomfort. Bandages appeared from her skin, wrapping her tits until she was decent again. "Well then. Guess I don't need to hold back!" Her arms split in two and turned bright-red. The bulked out slightly with muscles, looking fit for an Amazon. She promptly threw her ball hard enough to bowl over at least two girls and rip their clothes off. Issei was in Heaven.

"Behind you!" Akeno yelled as she jumped over head, catching a ball that nearly impacted with his head. As he looked up, he got a perfect view of her skintight bloomers and saw her black bra as her shirt billowed. "You need to keep you head in the game, sweetie."

Issei looked around again, seeing how his teammates were doing. Rias was using her powers to smack around another girl, Yuuto was dodging another strike, Asia was running and screaming, and Bri had turned into goo and was opening holes for the dodgeballs to pass through. Well, there wasn't a rule that said she couldn't do that. But he spotted one girl sneaking up behind her.

"Bri, look out!" He yelled as the girl through the ball. She merely turned into a misty-looking ghost-alien thing. She faded away, and the girl was soon smacked by a ball thrown from thin air.

"Here comes the pain!" He heard Sona shout. As he looked over, he spotted a dodgeball heading right for him.

"Shit!" He yelled as he ran off. Strangely though, the ball actually changed direction and followed him. That was totally unfair. He ducked and dodged until he lost the ball. As he looked around to see how he could help, he felt blinding pain from his balls. Evidently, the dodgeball found him again. "My freaking beans. I think they're squished." He collapsed, clutching his balls in case they exploded.

"I can use my Twilight Healing to make it better, but you'll have to show me where it hurts." Issei blanched. Normally he would _love_ for Asia to give him a handjob. But he was worried that some of the girls would be pissed at him taking advantage of him. The last thing he wanted was for Bri to pound him into paste. Besides, what would her Gear do to his junk? It might make him infertile, or shrunken, or get rid of it altogether.

"Thanks Asia. But my tingling berries are off-limits." Bri actually giggled a bit.

"If it makes you feel better, I could do it over the pants." Dammit, why did she have to be so innocent? He couldn't see a good way out, so he begrudgingly sat down and let her work her magic. Almost immediately, it felt all tingly down there and he felt his pants shrink at least two sizes. He noticed Bri was looking firmly in another direction, her cheeks so red it was luminescent.

"Take good care of him Asia." Rias said. "Alright team. Let's win this for Issei!"

Akeno nodded. "For his man-bits."

"For his one-eyed snake." Yuuto answered.

"For his sack." Koneko replied.

"For his… His…" Bri just sighed. "Just…Let's just win this damn thing already." She glared down at Asia, who was leaning over so that her ass was wiggling in the air. "And would you stop sitting like that Asia? It's seriously creeping me out."

******(**/*\**)**

Ben wasn't kidding. Asia was giving Issei the closest thing to a blowjob they could get in a public place. He felt like he was going to be ill if he kept watching.

At least Koneko nailed that Saji creep in the balls too. And he didn't have some pretty girl to make it all better.

At least, he didn't think he did.

He changed into XLR8 again and decided to go Ultimate. It might not have been that drastic, but he wanted the game over now and go to find a change of clothes. Snare-oh wraps made good emergency clothing, but he could feel his breasts grind against them. It was really weirding him out.

As the Ultimate mode activated, he felt his elbow spikes grow longer and sharper. His chest became leaner, but felt stronger too. His tail grew large spikes along the spine and his legs grew more muscular. Finally, the balls on his feet changed into orbs of light. Ben smiled. This will be fun.

As the whistle blew again, time seemed to slow down for him. He could see the ball leave their hands, magic charging on them. He had to wait for a while until the balls finally passed onto his side of the field. He rushed forward, grabbing each ball and throwing them at the opposition. As they left his hand, they seemed to slow down again. He willed for his perception of time to speed up, and he got to watch as the Student Council members were all nailed by their own balls. Souna could only blink in surprise as the whistle was blown. Asia and Issei started jumping with joys over their victory. As the Student Council started leaving, Souna and Rias started having a chat while Ben turned back to normal. Heaving a big sigh, he walked over to Issei and Asia, his chest aching from being bound again.

"That was awesome. Did you do that Bri?" Issei asked him.

Ben nodded, using Clockwork's power to reform the shirt he borrowed for the match. "It actually hurts, binding these breasts. I wanted the match over as soon as possible so that I can fix m shirt without it being destroyed again. What about you? Everything…down there ok?"

"I think so. It doesn't feel any different. But I'd need to test it to make sure."

"Oh God." Ben shuddered. He didn't need that kind of mental image. "Just… just don't keep us up all night, alright?"

******(**/*\**)**

Ben whistled as he walked down the empty streets. After a celebratory drink in the Club room, everyone else used a portal to head to the Familiar Forest, where Asia and Issei will find their perfect familiars. He was already imagining Issei's to be something with big boobs, a slim figure and plenty of skin. It probably won't be able to fight well, but you never knew until the right time. With Asia, he didn't know what it would be. He imagined something small and cute. That would fit her well. But until they came back, all he could do was wait.

He finally noticed that his walk had taken him back to the field where Sakura's team had played the other day. He frowned as he spied the bleachers that had 'mysteriously' fallen apart. Making up his mind, he crept closer before using some of Gravattack's power to levitate. With Eye Guy's vision, he took a better look at the damage.

It didn't look normal. At least half the length was a clean cut, probably with a saw or some other construction blade. The screws holding the plank to the frame were missing, the girders still undamaged. Despite Sakura's assurance, it was looking more and more like someone had been targeting people. But how would they know that **that** specific team would be sitting right there? The odds of that happening were astronomical. So this might've been just some general sabotage, targeting anyone unfortunate enough to sit there. But that still left the question. Why?

As he thought it over, a faint sound reached his ears. Using Wildmutt's hearing, he listened in. It now was a slow and steady grinding sound, like something was moving at a slow pace to be quiet. Something like rubbing a solid object on carpet.

Or, he realized, the sound a saw makes when cutting wood.

He faded away, flying over to the noise. If this was the mysterious saboteur, he wasn't getting away with his plan.

Ben 10 was on the case.

He found the saboteur over by another set of bleachers. He was a tall, thin man wearing dark clothing. His head was hidden by a hood and the angle, making it impossible to see who it was. But his intent was clear, as he started cutting another plank halfway through. As Ben got closer he heard him muttering.

"…and it will be perfect." He was saying in a rasping voice. "She promised her love if I got her to stop, and once I'm done she'll have to stop. Then we can be together." He chuckled. "I can't wait to squeeze her beautiful tits. How dare she hide them behind those filthy bindings." He pulled a length of fabric from his pocket, giving it a long sniff. He sighed in relief. "But the smell of her breast sweat is so alluring." Eww. The creep was sniffing sweating bindings. That was sick. "And I will play with them, squeezing them and sucking on them until her nipples are hard and milk comes out. I'll get to stroke her smooth, flawless skin until she moans." His sawing got faster as he got more excited. "And then I'll suck her pussy while fingering her ass, until she jumps onto my cock. And we'll have sex for days, and days, and days. I'll twist her nipples till they turn red and slap her ass until she squeals." He let out a moan, placing his hand down his pants and started puffing. "Oh Kallen. Soon you'll be all mine."

Well. That was going to scar him for life. But now he had a name to go with the motive. Time to stop this creep before he goes on. Ben smiled.

And he knew just how to do it.

******(**/*\**)**

Saikan smiled as he started jerking off, already rock-hard as he envisioned his future with Kallen. It wouldn't be much longer. He just had a couple more planks to 'fix' and then he could go and wait for the results. Once too many girls started getting injured on the field, they'll _have_ to cancel the games. And she will fulfil her promise to him. Oh yes. Things were looking up.

A loud shriek echoed through the air as something sharp scraped against steel. He pulled the saw out of the cut, looking at it with a puzzled frown. He stopped cutting so he could jerk off to Kallen. He couldn't have been scraping again the frame already. But another shriek echoed from his left. He turned around wildly, holding his saw in both hands. He didn't want to kill, but no one was going to get between him and his love. He thought he heard whispering as frost started forming over the grass. Wait what? It was summer! How can frost be forming so quickly? A high-pitched chuckle surrounded him as he spun around again. He started breathing quickly. What the fuck was going on? Whoever it was in for a fight. A light glowed behind him. He spun round, saw ready to cut, only to pass through thin air. As he stared, _something_ came out of the darkness.

It was terrifying. A pale-green monster standing on massive spider legs and with black-and-white tentacles dangling below. Black lines crisscrossed its body while green eyes floated along them. Large sharp claws click-clacked against each other as it held them close by. And its face! It was dominated by large teeth. They curled round until they reached past the bottom of its chin. And then it opened it mouth. Teeth as far as the eye could see filled his vision as it moved closer.

His scream could be heard all over town, causing several animals to start barking in surprise.

******(**/*\**)**

Ben laughed as he walked to Sakura's place. He knew he shouldn't take so much pleasure from scaring the guy, but his reaction was priceless. Combining Ghostfreak and Ripjaws together was definitely a good choice. That pervert wasn't going to be bothering anyone again.

A couple of days in a cell will do him some good. It might even curb his excessive hormones.

Sakura answered on the second knock, wearing some frilly pajamas. Ben tried not to stare at her long legs or her chest, but it was difficult. She was only wearing a tank-top and short-shorts for crying out loud.

"Bri?" She asked. "What are you doing here?"

Ben frowned. Maybe she was still suffering from short-term memory loss. "I borrowed some gym clothes from you for a late-night game? And I'm returning them?"

Sakura stared at her for a moment longer before slapper her forehead. "Right. Sorry. My memory's still a bit funny. Thanks for that. How'd it go?"

"Pretty great." Ben accepted her invitation to come inside. "We thrashed the Student Council easily. But Issei got smacked in the balls during the game."

She laughed. "Maybe it'll fix his libido. That boy is so weird."

"And I was wondering if you knew where Kallen lives? I need to talk to her about something."

"Something important?" Kallen asked from the sofa, where she was watching a late-night show. Ben was startled to see that several members of the soccer team were here too.

"We were having a sleep-over." Sakura explained. "So what do you want to talk to her about?"

Ben bit his lip. He wasn't too sure she wanted to talk about this with everyone else. But they'd get suspicious if he led her away. Better to just bite the bullet. "Kallen, do you know some guy called Saikan Orimura?" Her face fell as he asked that. Guess she did know him.

"He's a creep who wouldn't leave me alone. He's been quiet lately, but I'm still a bit worried. I think he's even stolen my underwear from the locker room. Oh Bri. First Issei, now Saikan?"

"I-I-It's not like that!" Ben shouted, blushing so furiously he was surprised he wasn't on fire. "I was looking over at the damage from the other day when I spotted him damaging another bleacher. He kept muttering your name and how you promised to be with him. Among other things." No way did she need to know all that dirty stuff. It gave him nightmares and he wasn't the target.

"Oh my god." Kallen sighed. "Is he honestly _that_ stupid? But wait." She looked horrified. "You mean Rin's injury is my fault?"

"Whoa, whoa." Sakura interrupted. "Kallen, what did you promise him?"

"He wouldn't leave me alone, so one day I told him that I'd date him when I stopped playing soccer. It was meant to mean never."

"But he took that as meaning that if you had to stop for any reason, you go out with him." Ben realized. That was stupid. "Luckily for us though, some weird ghost started chasing him. I think he was heading towards the police station."

Kallen smiled. "That's great. Hopefully, he'll stay away from me from now on."

Sakura laughed. "Hey Bri. Why don't you join us? We could have a real fun night." Ben nearly choked. On one hand, the straight-male part of him was very interested. The fact that he was a girl too meant he'd have a good reason to see all the good stuff. But on the other hand, he'd feel like an ass for abusing their trust. They'd think they were hanging out with a normal girl, not some guy stuck as a girl. It was a totally dishonest thing to do.

"Oh thanks guys. I'm flattered. But you see… the thing is… I…" An idea came to him. "I have some late work to do with the Occult Research Club. They'd… they'd be real upset if I didn't report that ghost to them. It's kinda our thing."

Sakura and the others sighed. "Well maybe next time Bri." She said. "But you're not weaseling you way out of this forever. One night, you're totally joining us for a sleepover."

"I'll remember that." Ben shouted back as he put his shoes back on. He nearly rushed out of there before they forced him to join tonight. He sighed again.

Why did his life have to be so complicated?

******(**/*\**)**

"Ok then." Ben sighed. "I'm really getting annoyed with all this. So I'm only going to ask this once."

"WHY THE HELL ARE YOU GUYS NAKED!?"

The boys were perfectly ok, even if Issei seemed a little charred. But the girls were in various states of undress. Rias and Akeno were the worst off, wearing nothing more than some panties with holes in them. Koneko was still wearing her underwear, but she was still showing too much skin for his liking. Only Asia was well off, with only some mild clothing damage. You could still tell what her clothes had been. Curiously, she had a small purple dragon on one shoulder, rubbing against her cheek and smiling.

"We ran into a slight… problem in the forest." Rias said as she put on a new bra and panties. Ben quickly turned away, only to nearly run into Akeno doing the same. "While we were looking for a familiar, we got rained on by a slime monster that ate our clothes."

"A slime monster. That eats clothes. And only the girl clothes." Ben deadpanned in shock and annoyance. "The worst thing is I honestly didn't see this coming." He sighed. "If we go to the beach and a giant squid attacks, I'm barbequing it before it tries to rip my clothes off." He looked over at Issei, who was quietly sobbing in the corner. "I see that Asia got some dragon-thing, but where's Issei's familiar?"

"He didn't get one." Yuuto answered. "He wanted the slime monster that attacked us, but Rias, Akeno and Koneko killed it."

"I was going to call it Yucky Slime." Issei sobbed. "And it would bring me beautiful gazongas. Why do the good ones die young?"

"And Issei's gone nuts." Ben sighed. Ah well. Forget him. He might as well say hi to Asia's familiar. He smiled as he walked over to her. "What's this little guy's name?"

Asia smiled. "He's called Rassei. Isn't he just adorable?" Rassei crooned as she hugged him tighter.

"Yeah, until he grows to be the size of a house. On the other hand, I doubt there's much that can beat something the size of a house." Rassei started nuzzling Asia's chest. Maybe the little guy was as perverted as every other guy in this dimension. It wouldn't surprise Ben.

"Hey!" Issei yelled, coming over. "That chest isn't yours to nuzzle in, bud." Rassei merely gave him a look of contempt before frying him with blue lightning. Guess that explains why he was extra-crispy.

"Now Rassei, you have to be nice to Uncle Issei." Asia scolded her familiar. He merely looked at her with those big eyes and her face softened. "Well, maybe tomorrow. You need your sleep." A green circle appeared at its feet as it faded away. That was pretty nifty actually.

Ben yawned. "He's not the only one. It way past our bedtime." As everyone said goodnight and left for their homes, Issei looked at Ben.

"Hey Bri. You feeling up for school tomorrow?" Ben thought about it. He didn't want to have all the guys staring at him again. But he's taken on worst things. He's beaten Vilgax the Conqueror and Diagon the Destroyer. He'll be damned if he was going to let a little thing like being a girl surrounded by horny boys stop him. He gave Issei a determined look.

"And let all those sleazebags at school win? I don't think so."

**Oh Yeah! Ben 10 is back!**

**When I watched the anime, I kept wondering how exactly the Student Council lost. One moment they're trash-talking, the next the ref is ending the game. So I threw my own answer in. And as I promised, we're finally seeing other people from Ben 10. If you think about it, Animo can actually be scary if you've never seen super villains before. And I liked referencing Animo Crackers again. Having talk like a cartoon villain was fun.**

**So see you guys next week.**


	8. Clash of The Gods

**Here's our newest chapter. And we're going to meet someone else from Ben 10. And I'm going to explain why Ben doesn't use Alien X's power.**

**Enjoy.**

Chapter 8: Clash of the Gods

He felt only pure bliss. His body was floating on air as he lay with Julie. Moans echoed as he and Ester became one, their passion becoming stronger until everything burned. His skin felt wonderful and slick as Kai and him finished the deed. It was heaven.

"I love you Julie." He whispered in her ear. She turned to face him, but she wasn't Julie anymore. She flashed into Ester, then Kai again, before ending up as Issei.

"And I love you, Bri." He replied as he grabbed her breasts. Her hips burned as Issei came closer and closer.

She wished so badly to scream.

******(**/*\**)**

"AAAAHHHHH!" He screamed in his high-pitched voice, a wave of sound cracking the wall in front of him. All the glass around him shattered into a million pieces as the sonic attack travelled through the house's foundations. It shook as though it was trapped in an earthquake. Car alarms sounded from outside as Ben took gasping breaths, his body shaking from lust and fear. Only then did he hear Issei's screams as the house grew silent. Without thinking, he rushed out the door, barely noticing as it fell off its hinges as he raced to Issei's room. When he smashed the door in, he saw him clutching his left arm like it was hurting him, taking deep breaths too.

"Are you ok Issei?" He asked him as he crouched down. Issei took a moment to look at him, still staring at his arm. Was something wrong with his Sacred Gear? Maybe it was harmful to him. But Rias said it was a part of him.

"I'm… I'm fine." He replied. "I just had this weird dream. It started off with me and Rias getting married." Ben's chest flared, but he shook that off. He could panic about that nightmare later. "Then a deep, familiar voice interrupted me. Everything was on fire, and this massive red dragon appeared. He started going on about meeting his 'new partner'. Or something." He looked around the room, finally noticing the cracks in the walls and the glass all missing. "Hey, what's going on? Did I do this?"

Ben bit his lip before sighing. "No. I think _I_ did this."

"You did? But why?"

"You see… I… I uh…" Ben was at a loss for words. How could he explain it? How could he tell Issei that his nightmare was about him? About how he was a guy? He just couldn't. Thankfully, he was saved by everyone else rushing into the room. They all stared at them in shock. He was confused until he looked down at himself. One side of his collar had slipped down, bearing quite a bit of his shoulder. His boxers were rumpled as he crouched down by Issei, who also looked very rumpled. And they were both covered in sweat. Ben paled as he realized how it looked.

"Wha…What happened?" Mrs. Hyoudo shouted at them, her face pale. Although she might've just had sore ears. "Why is everything broken?" Issei and Ben froze for a moment, before shouting out different things. Burglars, earthquakes, magic, aliens, anything they could think of. They finally managed to bombard them with enough theories that Mr. and Mrs. Hyoudo just shrugged at each other. As they left the room though, they shouted a final embarrassment at them. "Make sure to use a condom the first time. You're far too young to have children."

"And keep it down." Mr. Hyoudo added. "We need our sleep." Ben groaned. He was never going to get rid of this stupid rumor. Only Asia stayed behind, walking closer to them.

"Are you both ok? Do you need healing?" She asked.

"We're fine Asia." Issei said, waving his hands. "At least I think we are. You're fine, right Bri?"

"Yeah." Ben decided to find a distraction again. Anything but talk about his nightmare. "Once your parents are asleep, I'll go around and fix the house. Hopefully, by morning they'll have shrugged this off as a weird dream." He rushed back to his room, using Upgrade's power to pick up all the pieces of glass he found on the ground.

Dammit. This'll take all night.

******(**/*\**)**

Issei yawned as he tried to stay awake. Last night had been bad, but this morning had been worse. Despite Bri's hopes, his parents still thought the two had slept together and nothing she said could shut them up. She had rushed out early, face bright red with embarrassment, leaving Issei to get 'The Talk'. It wouldn't have been so bad if his dad hadn't been asking how she was in the sack. He then went on about how good Mom was and he spent a while bashing the horrible image out of his head. When Asia healed him and they rushed to school, the whole place was abuzz about Bri. Everyone had their own theories on why she had missed two days of school, but none of them came close. He guessed that suddenly getting a sexier body one day wasn't something to normally be frightened of. He looked over at her. After having told everyone she just had felt unwell, she promptly fell asleep in class. The teacher might've told her off if Matsuda's hole wasn't barely patched up. And she still hadn't told him what her nightmare was about. He'd have to ask her later today.

"Hey man, what gives?" Matsuda said as he walked over, he had just gotten out of the hospital this morning, and was giving Bri a _wide_ berth. "You up all night?"

"Yeah." He replied. "I had this weird dream that kept me up all night." His friends gasped and leaned in closer.

"If you're talking about a wet dream, then spill it." Motohama ordered, glasses fogged over with lust. He seemed to notice that Issei was still looking at Bri. "Dude, you had a dream about her? She'd rip you in half if she found out."

"I know, and it wasn't a wet dream or even about her. It was just weird."

"Oh I'm sorry." Asia apologized. "I would've helped if I had known. Although, that does explain why you slept in so late."

"Yeah. Thanks for coming in and waking me up this morning."

"What!?" Motohama cried out, slamming his hands on Issei's desk. "Your wake-up call is Asia?"

"Whoa. We live together, so it's no biggy. I mean, dude, we're in each other's rooms all the time."

"Issei's so funny." Asia smiled as Masuda and Motohama pulled off a double jaw drop. "He's always wandering in accidently while I'm changing."

"And what about Bri? Does she give you a 'special service' every night?"

Issei frowned. "I'd be careful what you say about her." A large dark-green spike stabbed into the wall between him and his friends. As they freaked out, he merely sighed. "Because she's not afraid to kick your butts again. And she's a bit of a light sleeper."

"I don't do _any_ services." She growled, having just woken up again. She then flopped her head back on her arms and started snoring.

"Anyway." Motohama finally said, sweating like crazy. "Since you've got so many…lady friends, think you can spread the 'waffle'? You get to keep your 'significant other'."

"I don't know." Issei could exactly tell them the girls were Devils, and they hanged out with him because they were his colleagues.

"If you do this, you'll be greatly rewarded." That got his attention. These two were always getting their hands on fantastic porn.

"In what way?" He asked, his interest piqued. Motohama and Matsuda chuckled.

"Like, how about a VIP room?" VIP room was their slang for 'prime shot of poon'. They must've found a new hiding spot.

"We can work something out." He called out, whipping out his phone. He dialed a number he had gotten after making his Devil summons. Talking quickly, he asked her if she wanted to meet two friends of his. She said yes, before saying she needed to fight some evil monsters. As he hung up on her, he sighed. She was still crazy. "I know an…interesting lady who'd love to meet you two. And I can tell you she most definitely a virgin." Because no sane guy would sleep with her.

"You the man." Matsuda shouted. "What's her name?"

"Mil-tan."

"Score. Meet us around gym period. You'll get full access to our new VIP room." They rushed off, probably already thinking about sex again. As Issei sighed, he was surprised to see that Bri was looking at him. She must've woken up again.

"Mil-tan?" She asked. "You set those two up with a 'magical girl' that used to be a bodybuilder guy?"

"Well, she doesn't look like a bodybuilder now." He reasoned. "And what they don't know can't hurt them, right?"

Bri smiled. "You are so evil Issei."

******(**/*\**)**

Issei was in Heaven. Sure, he was stuck in a dark locker next to his friends, but look at all the poon they got access to. What better VIP room was there than the girl's locker room?

"We've had a lot of nip action, but today might be the beave day." Matsuda whispered as they stared at the girls undressing. Their eyes were nearly popping out from staring at all the flesh and titties and asses they could see.

"Tell me. How do you like the Ultra-VIP lounge I discovered Mr. Hyoudo?"

Issei couldn't lie. "It's literally the tits." His Heaven turned into Hell as he spotted Koneko enter the room. "Whoa. Koneko just got here." He nearly gasped as he saw who followed her. "And Bri's here too." His body was already aching as he imagined the punishment those two could do to him if they caught him. Even seeing them strip couldn't calm him down. His friends had no such problem.

"Whoa. Koneko's got a damn fine figure." Matsuda was nearly shouting in glee as she removed her bra, giving them a full view of her tits.

"Sure, but next to Bri, she's a kindergartener." Motohama challenged. And he did have a point. Bri was nearly twice as tall as Koneko, and with her curves she made her seem flatter than she already was. "And look at her boobs. I can't wait to suck them dry. Not to mention that her ass looks like it would swallow me whole."

"Uh, guys?" Issei was nearly panicking. "I think they can hear us."

"What makes you say that?"

"Because they're glaring at our locker." Not a moment later, an imprint of a fist appeared in the door. As Motohama and Matsuda panicked, Issei could see Bri move out of the way for Koneko. She punched the door again, getting his friends right in the stomachs. The door fell off as they curled up and groaned, leaving Issei on his own to face the music. "Hey there, Bri. Koneko." He chuckled. "Fancy seeing you both here."

Bri's arms split in two as Koneko cracked her knuckles. "Bout to wish you hadn't." She said.

Issei's scream echoed through the school grounds.

******(**/*\**)**

Rias sighed. "I don't understand how you can be such a boy." She scolded Issei as Asia healed him. Bri and Koneko had really given him a pounding. Both girls were glaring at him from the couch, though Koneko was sitting at the other end of the couch from Bri. She must still be afraid of her.

"What?" He asked. "My friends invited me along. I didn't want to be rude."

"I can help out." Asia cried out, starting to lift her skirt. "If it's that important for you to see nudity, then look at me."

"No wait, stop!" He shouted, waving his hands in his face. "It's not like that. You've got me all wrong."

"Really Issei?" Bri asked icily. Frost was actually forming around her as she spoke. "You mean that wasn't the 'VIP Room' you bartered for? Besides, I found your porn collection while I was cleaning up the house. I think I'm scarred for life."

"Asia's just trying to help." Rias said. "You know, all you have to do is ask and I'll show you _anything_." Bri started spluttering in shock as Issei smiled. "You've already seen me naked, a lot. What's one more between us?"

"Yeah, I know." Issei said. "But, it's not like it gets boring." He was interrupted as a green fist slammed him into the far wall.

"Am I the only girl in this whole club that understands the concept of decency? It's seriously getting annoying." Bri gritted out as her hand flew back to her and turned back to normal. She sighed. "I'm sorry for snapping. I guess I'm just distracted."

"Oh yeah. I was meaning to ask. What was your nightmare about?" Her face seemed to harden in a second.

"It was nothing."

"Bullshit. You nearly destroyed the house with your scream. You don't scream about 'nothing'. C'mon Bri. We're your friends."

"I said, it was nothing." Bri started stalking out of the room. "Just a bad dream. I get them sometimes. It's normal." She slammed the door behind her as she left.

Issei frowned. She really considered bad dreams _normal_? What had she been through to get them?

What kind of things did she deal with that a demon that made other demons was a 'B-list villain'?

******(**/*\**)**

At the end of the day, he was still thinking about her as he walked down to the bathroom to wash his sweat off. Bri was so complex. One day she'd be really happy and helpful, then the next she'd be sobbing and having flashes of anger. She'd tell them all kinds of things about herself, then clam up about other things. And she'd beat someone within an inch of their life, but never any further. Maybe she had PTSD or something from all that hero work. It can't be as easy as she makes it to save the Universe again and again. As he stripped off, he made up his mind. He was going to keep asking her until she told him about her nightmare. Even if it was embarrassing, she wasn't going to go through it alone. As he opened the door to the bath, that thought got smashed from his head.

Bri was inside, completely naked and baring everything for him to see. Her hair was filled with suds and her arms accentuated her breasts until they were ramrod straight. It was beautiful. _She_ was beautiful. And she was going to be the last thing he'll ever see in this life or the next.

Issei screamed as he tried to cover himself and turn away from her. But a part of him reminded him of his decision. His choice to keep asking her about that nightmare. If only it wasn't reminding just when he was about to die. He took a deep breath, covering himself with a towel and closing the door. As he turned around, he saw that Bri was hiding behind big blue moth wings again. One hand was red armor, and was shooting a small stream of water at her hair, washing away the suds. She glared at him for a moment before speaking.

"There had better be a perfectly innocent reason for closing the door behind you, because so help me I will destroy you."

"There is." He said, sitting down next to her. She wrapped her wings tighter, her hands hugging around her breasts underneath. "You're not being honest with me Bri. That nightmare really bothered you. And we only want to help you."

She sighed. "I'm flattered that you guys would be willing to help. But I got this. It was a weird dream, and I can handle it on my own."

"Is that how you were back home? Leave everything to me, I don't need a sidekick?" He could tell that he said the wrong thing. Bri's eyes flooded with tears, and she gave a few sniffles.

"Don't go there Issei. If you value your life don't ever go there." A second set of wing-things rose from her neck, wrapping themselves around her head as she looked away.

Issei felt like a dick. He remembered that she had mentioned her allies before. Her cousin Gwen with magic. Her grandpa Max, the retired badass. Kevin, an old enemy-turned-friend. And her latest partner, Rook the Plumber agent. And she was so far away from any of them. He sighed, slapping himself on the head. "I know I'm not those guys Bri. But I'm still your friend. And friends help each other out when they're down. You just need to open up to us a bit more."

She didn't say anything for the longest time, before her wings folded away and she hugged him. Luckily, her body was still tilted in such a way that she didn't notice him getting a boner from her boobs. That would definitely kill the mood. And him along with it.

"I'm sorry Issei." She whispered into his chest. "I just miss them so much. I've already been here a week, and no one's come along to take me back. I don't even know what I'm supposed to stop, or fix, or anything. All I knew is that Rias is a part of it. And I'm not too sure she really is anymore. I think she was just a stepping stone to get me involved in all this magic crap." She looked up at him. He could see she was about to tell him all her problems. He just had to sit here long enough and be supportive until she finally told him. A few moments longer…

"Bri." His mom shouted as she walked in. "I've got your towels. I'm just going to leave them…right…here." She dropped them as she saw Bri and Issei hugging each other. And completely naked.

She didn't say anything. She didn't scream, or shout or anything else. She merely pointed to the cabinet where he knew they kept some condoms in, and walked out. The moment had been broken. Bri grabbed a towel and wrapped it around herself before grabbing her clothes.

"Issei." She said, not looking at him. "All I'll tell you is that my dream had someone I trust take advantage of me. That's all you need to know." And then she left him there.

As Issei stood up, he finally noticed that his dick was shriveled up and cold. Guess she had noticed after all.

******(**/*\**)**

Issei couldn't believe it. Barely moments after he went back to his room, Rias had stepped out of a portal and begged him to take her virginity. It was like the plot of a good porno. He was still reeling as she started stripping off her clothes. She really wanted her first time to be with him. It was probably because he was such a stud. Unless this was a test. Maybe he was to show that he had matured by saying no?

"Am I not good enough?" She asked him, almost as if she was reading his thoughts. She was wearing only her bra and panties – white this time – and didn't seem like her normal self. "Do you not want to?"

"No, no. You're great. You're amazing." He was afraid that if he said no, this moment would be gone forever.

"I've given this a lot of thought, and there's just no other way." She stepped closer.

"What do you mean, 'no other way'?"

"Once it becomes known that I am ruined, I'll finally be free." She wasn't making any sense. "You're seriously lacking in most areas, so I'm trusting in your potential." He'd feel more secure in his potential if Bri hadn't frozen it just now. "Besides, what I want won't take a lot of skill anyway." She crawled onto the bed, pushing at him until she was straddling him and he was lying down on his bed. He still wasn't sure if he was dreaming or not.

"Uh, this is kind of sudden, isn't it?" He was worried. Her tone and words implied that this wasn't entirely her choice. As if something was forcing her to go through with this.

"You too? I mean, you're a virgin too right?" She asked him as she undid her bra, her tits bouncing in his face.

"Uh huh."

"Neither of us may have much experience with it, but I'm sure we'll figure _something_ out that works."

"It's ok." She consoled him. "All you have to do is put yours into mine, right there." She was pointing down at her pussy, forcing him to stare at it. She grabbed one of his hands and made it squeeze her breast. "Let's start here. I'm… I'm a little nervous about it myself."

Before either of them could continue, his bedroom door opened. "Issei, I've thought about what you said." Bri said as she walked in. "And I'll tell you my nightmare…" She stopped, finally seeing the two of them. Rias, nearly naked and on top of Issei. Him, with one hand squeezing her boob. He waited for the explosions to start.

"Uh. Um." She stuttered, a trickle of blood dripping from her nose. "I'll come back later?" Another portal formed on his floor. Honestly. He was about to finally have sex, and everyone chose _now_ to interrupt him? God is a fickle bastard.

Rias sighed, before giving him a sad smile. "I had a feeling I'd get here too late." As the white sparkles condensed into a person, she got off him as Bri grabbed her shirt and wrapped it round her. The lady now standing in the room was dressed as a maid, with elaborate silver hair and massive tits.

"Really Rias?" She asked. "You're here with this lowborn? You realize Sirzechs is going to be terribly disappointed in you."

"Sirzechs? Who's that?" Bri asked, standing in front of the closed door. She must've shut it to stop his parents from noticing.

"She means my older brother." Rias answered, getting off the bed. "My virtue is mine to do with as I please." She told the maid-lady. "How is it wrong for me to give it to whoever I want? And another thing. I will not allow anyone to call one of _my_ honored servants a 'lowborn'. I don't care if you're my brother's Queen or not."

"Noted." The maid said as she picked up Rias' abandoned clothes. "But you are the next head of Gremory. Have some respect for yourself." She turned so that she could face Issei and Bri at the same time. "Pardon the interruption. My name is Grayfia, and I am also in the service of the Gremory Family." She gave them both a short bow. "We'll get out of your way now, so that you two can have some quality time together." Issei saw that Bri's hands were trembling. She must really hate everyone thinking they were a couple.

"I'm so sorry Issei." Rias said. "I haven't been in my right mind tonight. Let's just forget about this?"

"Sure thing." He said. He didn't want Rias to do something she didn't want to do. He wanted it to be her choice. He remembered that Bri had entered to tell him about her nightmare. "So what happened in your dream, Bri?" He asked her.

She didn't look at them, gazing at the ground while clenching her fists. "Nothing." She said, and rushed out of the room. Dammit. He nearly got her to open up. Maybe tomorrow he'd have better luck.

"Issei? Bri?" Grayfia said. "Those these two are them?"

"Yes." Rias said. "Issei is my pawn, and Bri is my ally."

"So. The boy who bears the Boosted Gear and the Dragon Emperor, and the girl with the power to change form. They're really them?"

"I will continue this discussion at my headquarters." Rias interrupted her. "I'm sure you won't mind if Akeno joins us?"

"The Priestess of Thunder? Of course I don't mind. In fact, it's only proper for a Noble Devil to have her Queen by her side in times like these."

Rias turned to face Issei with a look of sorrow. "Forgive me for putting you out. Please."

"No problem. Don't worry." He replied before she kissed him on the cheek. His mind nearly short-circuited.

"Then I suppose I should excuse myself." With a look of longing, she stepped into the white portal at Grayfia's feet. They turned into sparkles of light before vanishing altogether. Issei could only sit there in wonder.

What was that all about?

******(**/*\**)**

He yawned as he walked to school. Asia had gone on ahead, saying that Bri looked very worried. Maybe she was having her period. Girls always went nuts on their periods in anime. If he gave her a few days, she might feel better. His thoughts were interrupted as a tall, blond-haired girl stepped in front of him. She was beautiful.

"Are you Issei Hyoudo?" She asked him. He instantly became more guarded. The last hot chick to ask him that had been Yuuma. He didn't want a repeat of that again.

"Yeah. Why do you want to know?" He asked.

"I heard that you're a friend of a girl called Tennyson. Is that right." He calmed down. Right. This girl was interested in Bri. She was probably too intimidated to talk to her.

"Sure I do. You want to meet her?"

"Actually I wanted to know how close you two are. Like, are you friends, rivals, enemies, lovers?"

"Just friends. I know what the rumors are like, but there's nothing more going on between us." He spotted Asia running towards him over her shoulder. Maybe something came up. "Hey Asia." He called out. "What's the problem?"

"Oh. Nothing really." She answered. "Bri said she just wanted to be alone for now. But who is this girl?"

"Oh right. She's uh… I never actually got your name." That was stupid. This girl knew him, but he didn't know her.

"Hope." She looked up from something in her hands. Issei looked closer and saw that she was holding two stone figures. She was nodding at them for some reason. Something didn't feel right. It was almost like…

Like she wasn't from around here.

"You're right Adwaita." She suddenly said. "This will be a great way to get back at her." She lashed out at Issei and Asia with a wave of purple energy. Everything started hurting so much. As he started passing out, he saw her appearance change. She now had long, flowing white hair, the very tips and her fringe dyed purple. She was wearing black tights and a long purple robe. As his vision faded, her heard her give a loud, unhinged cackle.

And then everything went dark.

******(**/*\**)**

Ben was worried. He still couldn't completely shake that nightmare off. It frightened him, like it was saying 'this is your life. Forever.' He had been avoiding Issei all morning, partly because of that and partly because of last night. He never got anyone offering to sleep with him, but Issei got it nearly every night. It was totally unfair.

"Everyone!" Asia shouted as she ran into the Club Room. "Issei's been taken!"

"What?" Rias asked, standing up. Ben felt annoyed. If he hadn't been so preoccupied, he could've been there. "Was it another Fallen Angel?"

"I…I don't know. She was a blond-haired girl called Hope. And she was speaking to stone figures." Ben's blood ran cold. It couldn't be. Not her. Anyone but her. "And one of them…"

"Was named Adwaita?" Ben interrupted, aware that everyone was staring at him. As Asia nodded, he nearly started swearing. "I know her. And, I know where they'll be. Akeno, link a portal to the name 'Yawahtacsip'." Akeno nodded and started making a portal. As her magic tried to lock onto its current name, Ben started talking. "I've fought Hope before, when she went under the name Charmcaster. She has incredible amounts of magic, especially with the Alpha Rune at her disposal."

"The Alpha Rune is a myth." Grayfia said, frowning at him.

"Here it might be, but it is definitely real. They probably treat it as a myth _because_ of its power. Whoever wears it has complete control over the realm of Ledgerdomain, and over magic itself."

"She could alter our magic?" Rias asked.

"I don't know. All I know is that she can use any magic at incredible levels. However, it also causes the wearer to go mad with its power. If she's listening to Adwaita, then she's gone off the deep end. The plan is to sneak in, grab Issei and get out before she finds us."

"If she has complete control over this realm, won't she know we're there?" Yuuto asked.

Ben shook his head. "Adwaita need to use scouts to find us when he wore the Rune. But she can change the very landscape around us. If we're spotted, do **not** try to fight her unless I say otherwise. Just get moving and split up. As powerful as she is, she can't follow all of us. And her stone creatures are easier to smash."

"Got it." Akeno said, her portal glowing a deep purple. Ben took a deep breath as Devil wings bloomed from his back. Charmcaster was difficult enough in his territory. He remembered how she managed to rip his soul from him the last time they were there. He never mentioned it to anyone, but he had nightmares about that. All his power, all the times he managed to fight or trick his way out, and one girl using a lot of magic managed to do what every other nutjob in the Universe couldn't. As he stepped through the portal along with the others, he started getting worried.

He hoped that they'd all be coming back.

******(**/*\**)**

Issei groaned as he woke up. His head was killing him. Let's try to remember what happened. Rias had offered herself to him last night. Then Bri started acting cold to him. But after Asia ran after her, nothing. A big blank spot. Maybe if he looked around he might get a better idea what happened.

He was inside a large room with solid gray walls. Deep-red banners hung everywhere while he sat on a giant velvet bed with hangings all over it. There were trophies made from strange creatures he'd never seen before, with the largest being a dull-green monster with massive rectangular teeth and spikes. There were some windows dominating the walls, with purple sky beyond them. As he got up, he noticed that he was wearing some wizard robes with pointy shoulders. He managed to get the hem out from under his feet and went over to a window to see where he was. He gulped. He definitely wasn't on Earth. Long, looping paths curled into the sky as eyes floated in mid-air. Tendril spiraled from pulsating planets and went through doors that led elsewhere. It was crazy.

The door slammed opened, surprising Issei. He tripped as he turned round, falling flat on his face. When he sat up, he saw that a girl with white and purple hair had walked in. She seemed oddly familiar. Like they had met before. Then it all came back to him.

"You're that girl from this morning." He said, scrambling back up before she did something else to him. She merely looked at him before holding a small bag with a stitched face to her ear.

"I know I didn't need to give him a robe." She said to the bag. "But it'll make her angry." She seemed to listen to the bag a bit more before speaking again. "No I'm not interested in him. Although he is endowed." She listened again. "No. That's going too far. I'm not giving up my virginity to make her suffer."

Issei was worried. Even with everything he had seen this was definitely not normal. She was probably crazy and wanted to eat him or something creepy like that. On the other hand, she might throw her clothes off and dance naked. That'll be a good last sight. But if there was a chance he could escape, then it might help to learn why she came after him. She seemed interested in Bri for some reason. She might be one of her enemies.

"You seemed interested in Bri. You're probably like her… arch-nemesis or something."

"Indeed. Little Tennyson, getting everything so easily. Well the joke's on her now that I have the Alpha Rune."

"The Alpha Rune?" Issei wondered what that was. Everyone else knew cool things except him. Hope showed him her medallion, a piece of stone with a glowing purple rune on it.

"With this, I am a goddess here." She gave a crazy giggle. "But where are my manners? I am Charmcaster, Queen of Ledgerdomain and Goddess of Magic. And this is my bag. Inside it is Adwaita and Darkstar." She waved in his face. "Say hello."

"R-right." She must be completely insane to think of herself as a god. "Why am I here anyway?"

Charmcaster giggled. "Because of your girlfriend, of course. How many Tennysons are there anyway? Although I'll admit, I was surprised to hear that she left Kevin for you. It's not like your anything special." Issei bristled, but kept his temper in check. Lashing out now wasn't going to get him home. He had to keep her talking. "Then, once I've crushed her, I'll be able to focus all my efforts on her cousin Ben. I won't stop until I'm absolutely certain that he's dead." She listened to her bag again. "Yes, yes. I'll keep an eye out for a few years to make sure he's _really_ dead."

"What, the Goddess of Magic can't deal with one guy all on his own? Maybe you could get your bag to help." He regretted saying that as she blasted him with a ray of magic. His whole body ached.

"Plenty of people have tried to kill Ben 10. And all of them, from two-bit crooks to intergalactic warlords have all failed. He always seems to pull out a new trick. Or some help. Or even a new form entirely. Everytime we think we've got him figured out, he pulls a new ability out of that stupid watch of his." She giggled again. "But without his allies, he'll be easier to deal with. But first, I need to kill your friend Gwen."

"Gwen? But she's Bri's cousin. And Bri's the one with the Omnitrix." Unless this Ben had a different watch, but he doubted it. How many shapeshifting watches could there be? Charmcaster wasn't really listening to him though. She was too busy talking to her bag. It finally got her attention though.

"What did he say?" She asked it before looking at him. "Hey. What did you say?"

"I said 'Bri's Gwen's cousin. And she's the one with the Omnitrix. She never mentioned this Ben guy." Charmcaster just stared at him in puzzlement until the castle started ringing some bells. She opened a small vortex with a picture in it. She must have some remote viewing power. This was his best chance. He rushed forward to punch her, his Gear glowing as it formed. But she just waved one hand and he was tied up and dangling from the ceiling. So much for that attempt. With nothing else to do, he looked at the vortex, trying to see who was attacking. It was hard to tell. The picture moved quickly and whoever was in it was going just as fast. He nearly gave up until he finally caught a glimpse of a giant flying turtle. He smiled Bri was here to save him.

Charmcaster saw his smile. "Don't get cocky pal. Your friend will be mine soon enough." She stared at the picture a bit more before her face nearly split in two from a wide grin. "Oh course." She whispered. She stalked out of the room, stone creatures rising from the ground and forming armor around her. She slammed the door behind her with a boom, leaving Issei alone again.

At least he got a good view of her ass.

******(**/*\**)**

They managed to make good progress into Ledgerdomain, with Ben pointing out several no-go areas to the others. He had thought about attacking some scrutin before they could react, but decided to leave it as a last resort. Charmcaster might notice some of them missing.

It wasn't until they were nearly at the castle that they were spotted. They were climbing down a massive boulder that wasn't there last time, when Asia slipped. She nearly screamed but stifled herself, which was good. But she slammed into him and his arm stuck out enough to get spotted, which was bad.

"Stay here until I draw them off." He commanded them as bells started ringing from the castle. "Try to get to Issei while I keep her busy." He changed into Terraspin and flew off, smashing through plenty of the scrutin. Hopefully his immunity to mana should let him shrug off most of the spells they could use against him. He kept flying around until every last one of them was focused on him. As they fired lasers at him, he led them round a merry trail through the realm. Despite their smaller size, he was far more maneuverable than them. He gave little chuckles as he tricked them into shooting each other, or flying into stalagmites. He headed back to the castle with only a few left, and they peeled away behind him. He set himself down on a balcony, changing into ChamAlien. He was now a long purple lizard, with three triangular eyes. The left one was blue, the center green, and the right red. Quickly, he turned invisible and opened the doorway into the castle. He could find the others, but they were here to get Issei. And he'd have better luck finding him in the upper levels first.

He slithered his way down the halls, worried about how empty they were. Usually, this meant that he was heading for a trap. He opened all the doors he found as quietly as he could, giving them a quick peek before moving on. He cleared two levels like this without any sign of Issei. Where could he be?

As he stepped onto a circular junction, lightning arced towards him. He jumped up to the walls, activating Terraspin's magic immunity as he did. The bolts bounced around until they finally found him, only to fizzle out as they touched him. But he didn't realize that was what Charmcaster wanted. A powerful blast exploded in the circle, throwing him away and slamming him into the wall. Swampfire's powers instantly healed him, but they couldn't do anything for his pounding headache. He could only watch as she walked over to him, before he passed out back in his normal form.

But he could still hear her cackling.

******(**/*\**)**

Everything still ached, like she had given him another beating while he was out of it. His wrists felt the worst, rubbed raw by something tight. His feet barely reached the ground, only touching when he was on tippy-toes. His clothes felt both too tight in certain areas and drafty in others. He tried to open his eyes, but something was covering them. He could only stay there waiting for Charmcaster's gloating.

It didn't take long.

"I must say, I'm honestly surprised with you." She said, her steps ringing through the room. "I first believed you to be your dear cousin. And then maybe you were a counterpart from this dimension. But your knowledge of my kingdom proved who you really were, Ben Tennyson."

He smiled at where he thought she was. "And hello to you too, Charmcaster. You do realize how cliché a slave-girl outfit is. Kinda tight though. Don't tell me this is yours." She slapped him hard enough to rattle his teeth. He could've healed, but he wanted her to think he was helpless. So he settled for spitting some blood where she was standing. A shriek told him he scored. "Jokes aside, what do you want with Issei? He's no threat to you."

"When I thought you were Gwen, I just wanted your boy-toy. But now I know who you are? I'm not too sure." If Ben listened hard enough, he could hear whispers from her bag. "I think that maybe I'll control him. Make him take your most valuable treasure. That _is _if you still have it."

Ben tried to hide his fluttering heart and annoyance. If she knew he was afraid of that, she'd be only that much more determined to go through with it. He tried to shrug it off. "Wow. Real smart. Was that Adwaita's choice, or do you have someone else in there with him?"

"So what if it is? He obeys **me**."

"You have to know that won't last forever if you keep listening to him. One day, he'll tell you of a secret ritual that will grant you greater power. And obviously he's the only one that knows it. You'll follow his instructions, and next thing you know _you're_ the stone figure and _he's_ the one with the Alpha Rune."

"Shut up." She shouted, punching him in the stomach. He grunted as she did it again and again. "Shut up shut up SHUT UP! I'M IN CHARGE HERE! I'M THE GODDESS OF MAGIC. I. OBEY. NO ONE!"

He coughed up some more blood. If this went on, he'd have to break free pretty soon. "They why do you let figurines make choices for you?

Before she could answer – or punch him again, either or – a small 'boom' sounded and the room shook. Ben shook off the blindfold and saw that Charmcaster had him inside a dome room with paths crisscrossing over thin air. She was looking around wildly, trying to understand what was happening. "The master bedroom." She whispered. "You had allies." She grabbed her bag and glared at it. "Why didn't you tell me she had allies? Are you plotting behind my back? Are both of you?" She listened to them as they probably consoled her. "I don't trust you. Either of you. Especially you Adwaita. But once I've dealt with these interlopers, I'll have all the time in the world to punish you for your treachery." While she was distracted, Ben changed into Kickin Hawk. He was a tall humanoid hawk, with a cream plumage that hanged low like hair. His body was covered in brownish feathers, but his lower arms and legs were bright yellow claws. He wore black underwear that showed off his butt, and a green vest that covered a black top. His breasts were modest, but held in place by his clothing. He used his claws to slice free, before charging at Charmcaster and giving her a solid kick. He tried to reach for her bag and the rune, but she floated away from him firing magic blasts at him. Using his natural agility, he dodged them and got closer to her. But she kept teleporting away. He was ready for the next time, where he used XLR8's speed to rush her. She managed to get a shield up before he changed plans and started pounding her. It held out well until he drew on Fourarm's power to smash it open. But as he tried to reach it again, she gave a great yell and blasted him with a wave of force. The walls started cracking up as he skidded away. He nearly blacked out again, only stopping because of his healing. But it was long enough for him to change back, and for Charmcaster to hit him with a petrifying spells. He tried to think of a new form, but nothing was working.

And for the second time, everything blacked out.

******(**/*\**)**

"Man. Am I glad to see you guys." Issei sighed in relief as Koneko and Yuuto pulled him down. He wobbled a bit as they set him down, all the blood rushing from his head. "I'm guessing that Bri got all the attention so that you can sneak in."

Rias nodded. "I'm just glad you're safe. Although your wardrobe could do with some improvement."

"She had me like this so that she'd make Bri angry. But she keeps thinking she's her cousin, Gwen. And she mentions another cousin called Ben that uses an Omnitrix." He shrugged. "But then again, she talks to her bag so she can't be all that sane."

"We need to get out of here." Rias looked stern. "From what Bri told us, Charmcaster has access to the source of all magic. We can't fight her head-on. The best thing to do is to sneak out, find a secluded area, and get back home."

"Wait. What about Bri?" Rias seemed conflicted as she faced away from him.

"Bri's a big girl. And this is _her_ rival. I'm sure she can get out of here just fine."

"I doubt it. This girl kept saying she was going to kill her. We can't just leave her here. We don't even know if she's still alive."

"And if you get captured, then this whole thing is for nothing." She countered. "You'd be making her sacrifice be in vain. I don't like it, but that's the facts."

Issei growled, before rushing out the open door. "Well then you'll just have to help me save her." He yelled back as he ran in a random direction. He wasn't too worried about facing Charmcaster again. His Gear had still been charging ever since he was tied up. Not a boost like normal, but a trickle. It should be strong enough to beat her in a single punch, Rune or no Rune. As he ran along, some instinct told him to turn at the next corner and open a massive door. He did so, with his friends just behind him. As he entered the room, he stopped in horror.

A statue of Bri stood in the center of the room. She was slightly crouched and wearing a slave girl outfit, the metal bra pinching her breasts and the long strip of cloth billowing between her legs. It might've been sexy if she didn't look like she was in pain.

"Bri!" He yelled, rushing over to her. No way could a statue be this realistic. Charmcaster must've turned her to stone. His odds looked a lot worse if she could beat Bri. He wanted to help, but he was afraid that she might shatter under his fingers. He was so useless.

"Asia." Rias commanded. "Try to use your Twilight Healing on her. It might be able to fix her." Asia nodded, her Sacred Gear all ready to be used. As she moved her hands over Bri, he saw her skin become normal again, and her limbs started moving. As the cloth started billowing again, she collapsed into his arms. She looked like she was in so much pain, sweat dripping down her sides and her face heating up. She opened her eye wearily, gazing at him before smiling.

"How…how was your first time…meeting her?" She whispered. Issei smiled down at her.

"This is probably the only way she could get a boyfriend." He joked. She gave a weak laugh before wincing in pain. The doors slammed shut behind them, causing them to notice that Charmcaster was now in the room with them.

"How touching." She said, magic glowing in her hands. "But I'm going to have to cut this reunion short. You actually saved me some trouble. I was going to bring you all here and make her watch you suffer." Issei was trembling in rage. How dare she threaten his friends. Goddess or not, she was going down. She seemed to shake her head and grabbed her bag, shaking it with rage. "How dare you! _I_ give the orders here! I am not going to kill them, no matter what you say."

"Then die." Rias merely said, firing off her magic at her. Strangely, her circle was glowing even brighter with red lightning arcing from it. Where ever they touched exploded. But Charmcaster merely redirected it to smash through a wall. While she was distracted, Akeno fired off a bolt of lightning. It was now as thick as his arm, and left a trail of fire as it passed. Again, she deflected it elsewhere. But Rias fired again to keep her busy. While they did that, Asia was healing Bri and Yuuto and Koneko stood guard. One of Charmcaster's bolts got pass, but Koneko managed to punch it back at her. More stone creatures rose from around, but Yuuto moved faster than he could see, turning them all back into rubble. Seeing he wasn't needed at the moment, Issei rushed to Bri's side. She could tell him what to do.

"Bri, how do we defeat her? What are her weaknesses?"

She groaned as she sat up, giving him a perfect view down her cleavage. He kinda wanted her to wear it forever. "The Alpha Rune. We get that off her, and her power's diminished. She'll still be dangerous, but at least we could stand a chance. And I think she's too crazy to make decisions without her bag. Knock it away, and we'll limit what she can do. But the rune is more important."

"Right." He waited for a moment when Charmcaster was distracted. Then he took over from Yuuto, giving commands to him. "You think you could grab that necklace from her?"

"I don't' know. With Akeno and Rias' spells being supercharged I'm worried they might end up hitting me. But I could get that bag."

"Great. I've got an idea." Yuuto smiled before vanishing. Charmcaster gave a screech as he swiped the bag from her hip. She was distracted long enough for Rias to land a strike. But her armor managed to stave off the worst damage. Yuuto passed it over to him, and he started waving it. "Hey Charmcaster. Adwaita say to use a harmful spell. That'll work."

"I don't follow his orders!" She started throwing blossoms at them and squirting with fruit juice. As he suspected, she hated Adwaita so much she'd do the exact opposite. As a wave of juice flooded towards him, he jumped over while throwing the bag to Yuuto.

"He also says that that armor makes you look fat." Yuuto called out, rushing as she fired a lightning spell and throwing the bag to Koneko. Her armor fell off as she fired more spells, getting more and more erratic.

"Adwaita wants you to know that flying looks cool." Koneko threw a large block of rubble at her as she landed. Only her shield stopped her from being pancaked. Issei was now close enough to reach her. But she screamed, throwing everyone backwards before grabbing them with giant hands. They tried to break free, but she was too strong.

"I'll show you." She whispered, one eye twitching in anger. "I'll show you, Adwaita, my cutlery. I am a Goddess. And you can't stop me."

She was blasted away by a wave of force, dropping everyone as she slammed into the wall. Issei looked round to see that Bri held one arm out, her skin now as black as night. Stars glittered over it as she clenched her fist.

"Wanna bet on it?" She asked, before blasting her again. As Charmcaster was thrown out of the room, she soon smashed through the other side, firing a bigger blast than before. Bri merely waved her hand in a circle, blocking her spell. It vanished as though it wasn't really there, while Bri flew upwards. They started attacking each other, the room falling apart from the force of their attacks. But no matter how much force Charmcaster used, Bri always had more. She didn't suffer a single scratch, while Charmcaster had rips all over her clothes. They were going to win this.

But then Bri screamed as the black skin travelled down her body. Her right breast was now the night sky, laid bare for all to see. Another patch formed on her leg, covering her feet. As she screamed, more of the tower was destroyed by her power, causing Charmcaster to fall. She turned to face them, clearly planning on killing them. As she charged her attack, he saw his chance.

He charged in screaming, his Gear glowing with power. She formed a shield around herself, confident that he wouldn't punch through it. But as his fist slammed into it, he saw it facture into a million pieces as it travelled through at full speed. Her eyes widened until he punched her in the stomach. As she fell over, he grabbed the Alpha Rune and pulled away. She lay there, gasping for breath. He had stopped her.

"Bri!" Asia yelled. He looked up to see that she was now level with the floor. There was barely anything left of the castle. And Bri was nearly fully changed. It looked so painful. Without thinking of his own safety, he charged in to save her. As he got closer, he heard what she was screaming.

"Denied. Denied. Denied denieddenieddenied." It sounded like she was in so much pain. And he couldn't even get to her.

Or could he? He placed the Alpha Rune round his neck. If this thing made Charmcaster a Goddess, then it might just let him get near. The ground formed by his feet as a barrier appeared on his skin. It was so exhilarating. He was all powerful. Why ask for women when he could just take them? Why be nice, when he could do whatever he wanted with them. Everything he could ever want, now within his reach. Nothing could stop him.

He gasped. This must be why Charmcaster was so messed up. This thing was corrupting her, driving her insane with power. He had to save Bri and get this off before he became a monster. He moved closer, but something was blocking him. It wasn't a barrier or a shield. It was like an undeniable fact of the Universe, saying that he couldn't be with her any more than he could fly without wings. As he stared at Bri, he saw two green faces hovering over her shoulders.

One was undoubtedly male, with lots of wrinkles and lines. He was staring around with disgust and anger all over his face. The other was feminine, curved and smiling at everything. They must be behind this.

"Hey." He yelled. "Let her go. Who the hell do you think you are?"

"I am Bellicus." The man said.

"And I am Serena." The woman answered. "Bri has become us. She simply must help us with our problems."

"She's in pain. Stop it. Stop it right now."

"Hmph." Bellicus grunted. "She wouldn't be in so much pain if she'd just stop resisting. We'll let her change back sometime in the next… 50 million years.

50 million? _That_ was when they'd let her turn back? It was insane. She'd have to leave everything behind. Her friends, her family. He wouldn't let that happen.

"No." He said, staring them down. They gave him their undivided attention. "You can't do that. I won't let you."

"What you want has nothing to do with it." Bellicus said. "We are Celestialsapian. Even with the Alpha Rune, you are no match for us."

"I don't care. Bri is my friend. And friends never give up saving each other. I don't care how often you knock me down. I'll just get back up and try again. Because I won't lose!" He started punching the barrier around her. He charged himself and tried to break through. They merely watched him, Bellicus looking on with contempt. But Serena looked so heartbroken, watching him try to fight the inevitable. A tear rolled down her cheek.

"Motion to let Bri go?" She asked, looking at Bellicus. Issei gasped in surprise. They were going to leave her? But what if they didn't? He watch in anticipation as Bri nodded from where she stood. Bellicus looked at the women before sighing.

"Motion carried." He grunted as they faded away. Bri's skin returned to normal as she stopped screaming. She nearly collapsed, but the barrier fell and allowed him to catch her again. He held her close as she sobbed. He didn't mind his own eyes were brimming with tears.

He just kept whispering to her that it would be alright.

******(**/*\**)**

They left Charmcaster lying there amongst the rubble. Rias wanted to kill her, but Bri didn't want that. She said that Adwaita killed off her people and her father, chasing her and her evil uncle to her dimension. And he could vouch for how corrupting the Alpha Rune was. They decided to leave it there in Ledgerdomain. If they brought it back, someone worse might get his hands on it. And at least Charmcaster won't follow them.

Hopefully.

"That form was Alien X." Bri was telling them all about what happened on their way back to safety. "Whenever I'm in that form, I am a god. No, I am God Himself. Nothing is beyond me. I could destroy all evil everywhere with just a wave of my hand and a thought. Nothing can harm me and I would know everything."

"Holy shit." Issei whispered. Rias thought of Bri as a god and it turned out she could be one. That is scary.

"The problem is that every Celestialsapian has multiple minds, and they can't do anything until the majority agree. All of them have apparently spent eons debating before coming to a decision. And that's the lucky ones with an odd number of minds. Celestialsapiens like Serena and Bellicus have only two minds, and argue forever without coming to a conclusion. As I become one of the minds of Alien X, I'm the tiebreaker in their debates. They don't want me to go until I help them solve all their arguments. The first time I used that form, Bellicus wanted to go back and save the dinosaurs. And that was debate number 8,000,003."

"No wonder you don't use that form. You'd be lucky to get them to focus on this millennia, much less your current enemies."

"Exactly. Alien X is a last resort only. I just hope I never have to use that again. In fact, I'm going to put up a block on Alien X's powers. I just can't risk it."

"I understand. The Alpha Rune was powerful, but it wanted me to just take whatever I wanted." Bri shivered. She must've been cold wearing that outfit. He wished he had a jacket to give her. But their clothes were probably destroyed during the fight. They walked on in silence for a bit before Bri spoke again.

"It was about you." She said.

"Huh?"

"My nightmare. You took my virginity away from me."

Jesus. That was what scared her? "Am I really that bad to you.?"

"No. No you're not. And in the dream it was consensual. But it's just… I was afraid. Afraid that I'm going to be stuck like this forever. That I'll never see home again. And that really scares me." She gave a shaky laugh. "The fact I'll look like a slut and never go home scares me more than anything. God, it sounds so **stupid**."

He pulled her closer, hugging her with one arm. "It's not stupid. You've got your whole life back home. People who love you, who depend on you. And you're worried about them. I'd be terrified if I couldn't go home. But you don't have to deal with this alone. You've got us. We're your friends away from home."

She smiled, giving him a playful punch in the arm. They laughed as reached Akeno's portal. As they went back to the club room, he felt as if all their troubles were over.

But as Issei said before, God is a fickle bastard.

******(**/*\**)**

"Welcome back Lady Gremory." Grayfia said. "While you were gone, someone arrived to see you." They looked over to the couches to see a young man sat drinking tea. He was dressed in a fine burgundy suit that probably cost more than Issei's family made in a year. He had blond, feathery hair that showed off his chiseled features and his blue eyes. What was he doing here?

"Well, well." He said. "It is impolite to leave Riser Phenex waiting. My beloved Rias."

"Ok, who's this douche?" Issei asked.

"This 'gentleman' is Lord Riser Phenex." Grayfia answered. "He is a pure-blooded Devil of noble birth, third heir-in-line to the House of Phenex."

"Which means he's important?" Bri spoke up, trying to cover herself with her arms. Issei watched as Phenex stared hungrily at her, but she refused to squirm. She just glared at him until he grew bored.

"Correct Ms. Tennyson. He is also the fiancé to the next head of the House of Gremory."

"Wait what?" This guy was Rias' fiancé? "You're joking right?"

"I'm not. They have been engaged for quite some time now."

"They're getting married?" Issei shouted.

******(**/*\**)**

Ben instantly disliked this Phenex guy. Part of it was because he was lusting over him, but that would be normal in this outfit. It always felt like it was going to snap if he took too deep a breath. What irked him was the fact that Rias was willing to deflower herself just to get this guy to leave. He wasn't too sure about how it worked with nobles, but he was pretty sure they didn't want to marry off someone that wasn't a virgin. Plus, he could almost always get a good read on people. Everything about this guy made his skin crawl.

They were all sitting down now, with Rias explaining why they had been gone when Riser arrived. He listened without a word, but every now and then he gave Issei a smirk, as though laughing at how they had to rescue him. Jerk. If it wasn't for Issei, Charmcaster would've killed his friends and he'd be stuck helping Serena and Bellicus with their debates for all eternity. Even Paradox couldn't save him, as he wasn't allowed within 500 light-years of any Celestialsapian. The decision to kill him was the only thing he ever saw them agree on instantly.

"Riser finds it troubling that you did not bring the Alpha Rune back with you. It would've made a wonderful wedding gift." Did this guy really have to speak in third-person? It wasn't cool, it was just stupid. Ben decided to ignore the fact that Rath did it too. He kicked butt enough to make up for it.

"We didn't want all the attention it would get us." Rias responded. She looked annoyed with having to sit next to Riser. But Grayfia made it impossible for her to switch seats. She just had to bear him playing with her hair, and stroking her thighs. Issei looked like he was going to have a heart attack.

"That's enough." Rias ordered, brushing off Riser and Grayfia as she stood up. "Let it go. I have no intention of ever marrying you."

"But my darling. Riser believes that your family's 'circumstances' are still such that you cannot afford to be so selfish."

"I will not bring my family to ruin. I have no intention of denying you your right to our name. But let me be clear, my husband will be my choice."

"Remember, it is imperative for Devils to remain pure-blood. We're still recovering our numbers from the last war. Both your father _and_ Sirzechs decided on this arrangement with the future of Devils in mind."

Ben snorted, causing Rias, Riser and Grayfia to look at him. "Sure it will now. But give it a few millennia, and your people will become sterile. Then you'll probably decide to take as many other races with you when you die out. I've seen this before."

"You dare to mock us, woman?" He went to grab her chin, but Issei stood in his way. "You dare to mock Riser? Riser's family has remained strong because we are pure. And you are nothing but a worm."

"If I had a quarter everytime I heard that…" Ben shook his head.

"Leave her alone." Rias ordered. She didn't change her tone, but Riser wisely sat back down. "I thought I have made myself clear. For the final time, I will not marry you."

"And for the final time, I have the reputation of the House of Phenex. Such an act would besmirch our good name." He stood up again, towering over Rias. "Riser doesn't care if he has to incinerate everyone in this room. You will return to the Underworld with me." They both started glowing from their auras.

"I'd like to see you try." Ben shouted as he got ready to fight. If this guy was going to use fire, then Heatblast would stop his plan cold.

"There's no need for incineration." Grayfia interrupted. "I am here under orders from Sirzechs. As such, there will be no disruption of peace."

Riser smiled. "When told such an ominous thing from one who is known as 'The Ultimate Queen', even Riser can feel somewhat fearful."

"My master knew there would be a conflict of some sort. As such, he has assigned me a last resort. Should Rias put her own personal desires over that of the house, this will be resolved with a Rating game."

"Souna mentioned something like that before." Issei said. "What is it anyway?"

"It is a game Noble Devils play with each other." Yuuto answered. "Long story short, they and their servants compete in battles to determine who wins."

"So it's a big game of chess." Ben spoke up. "We're the chess pieces and we fight until the king is in checkmate."

"Pretty much." Akeno replied.

Riser scoffed. "Riser has played through numerous rating games, and has scored several wins for himself. Unfortunately, my inexperienced bride has never qualified for an official game."

"So we're the underdogs." Bri summed up. "Well, it wouldn't be the first time."

"Is this adorable group the extent of your servants? They're all you have?"

Rias frowned. "And so what if they are?" Riser started laughing before snapping his fingers. An orange circle formed and burst into flame. As they faded away, they saw that there were 15 women standing around a chaise lounge. "Riser has a complete set of servants."

"And they're all hot as hell." Issei was grinding his teeth before starting to blubber. "Issei hates this guy so much. Why can't I be him?"

"You want to be a smarmy asshole that treats Rias like a thing and speaks in third-person?" Ben asked him. "Even Mil-tan could do better than him."

"Why is your servant looking at me and weeping?" Riser seemed honestly confused.

Rias sighed. "He wants to have a Devil Harem."

One of Riser's servants – blond-haired girl in a pink Lolita outfit blanched. "Eww. What a barbarian." This was coming from a girl in another harem. Devil Nobles must be complete morons.

Riser smirked. "Yubelluna." He called out. Come over here."

The oldest woman with massive breast and wavy blue hair nodded. "Yes my lord." She said as she walked over. Once she was close enough, Riser pulled her into a passionate kiss. So this guy had a harem and he _still_ wanted Rias. Ben hated him with every moment. He turned around so that they were both facing everyone else, where he started stroking her hair and fondling her breast.

"No matter how long you live, you'll never have what Riser has. You're nothing more than a lower-class Devil."

"Shut up!" Issei yelled, his face red with anger and envy. "Once I stop sucking at all this Devil shit, I'll have all the ladies I want you stupid Phenex Breath. Or should I say Penix Breath." Ben started laughing. It might not have been that funny, but it certainly took away Riser's charm.

"How dare you. You should remember your place when you speak to Riser."

"Screw you. The only person I want to impress is Rias." She seemed surprised at that. Like she didn't realize that Issei liked her. His Gear formed over his hand as he got ready to fight. "I don't give a shit what **you** think of me. We don't need to play some damn game. I'll kick your ass right here right now!" He rushed in, probably still confident from his fight against Charmcaster.

"Mira." Riser called out with a look of boredom. A little girl with blue hair and a short robe jumped in front of Issei. Without a word, she smashed her staff into his stomach, before throwing him into the ceiling. He gasped as all the breath got knocked out of him. He fell back down in a crumpled heap.

"Issei!" Asia and Rias cried out, rushing to his side. Ben wasn't far behind them. He opened his eyes and looked blearily at them.

"I'm fine." He groaned. "Don't worry about me." He then fainted.

"Hah." Riser laughed. "Imagine. The bearer of the Boosted Gear being so unbelievably worthless. What a tragedy for you darling." He stalked over, grabbing Ben by the chin and breathing lustily onto his face. "And you, my dear. Once you've curbed your tongue Riser will gladly accept you into his harem. That is, if you can prove yourself worthy."

Ben remembered a lesson from his past. From when he and Kevin were forced to work together in an arena. Back when he was a monster. XLR8 speed, plus Diamondhead invulnerability, _plus_ Fourarms strength…

Equals one mean punch.

"Is this good enough for you?" He yelled, slamming his fist into Riser's stomach. He ducked as Riser puked over his shoulder, before he slammed into the ceiling hard enough to break right through it. The room lit up as he went straight through the whole thing before smashing another hole over by his servants. He lay there, gasping for breath as his harem crowded around him.

"Grayfia." Rias said with a smile of her face. "When he finally regains consciousness, Please inform him that I accept his challenge."

"And we will annihilate him."

**And so the chapter ends. As far as I can tell, a lot of people have been waiting for this moment, when Ben knocks Riser off his high horse. His invincibility doesn't make him unstoppable. It just means you have to hit him harder.**

**And yeah, Charmcaster. I decided to play up her craziness after seeing 'Charmed, I'm Sure'. And I know that Issei's Gear can't boost multiple times right now. But he's in a realm of magic and the Gear got enhanced by it. And as for leaving the Alpha rune with Charmcaster, as the old saying goes 'better the Devil you know'. At least they can work out her motives most of the time.**

**Stay tuned for next week, when we see the Occult Club's training regime.**


	9. Training Montage

**Well, now the team will be training to beat Riser Phenex and his Peerage. Several people wonder what will happen as Bri technically can't get involved. Here's what will happen. Apart from the Occult Research Club, everyone thinks that Bri is one of Rias' Devil Servants. And as Bri can become a Devil at any time, she kind of is. **

**Besides, why involve Ben 10 if I'm not going to have him beat Riser to a pulp in the match?**

Chapter 9: Training Montage

"Alright then." Rias said as they had a meeting in the club room. "After yesterday's little tussle, Riser's going to do everything he can to show us that we can't beat him. Fortunately, he at least agreed to give us 10 days for the rest of us to train once I explained that Bri had her Gear since she was 10."

"Cool." Issei said. He still couldn't believe he missed seeing that asshole getting what he deserved. That would've been awesome. "So we're going with a cover story for her?"

Rias nodded. "Her Omnitrix is a Sacred Gear, and she's also a pawn in our group. It won't be too hard to believe since Riser doesn't believe in aliens. That said, we're still outnumbered by a significant degree. We're going to have to be very careful during the game and not let up an inch."

"I've got an idea." Bri said. She had changed into a midriff-bearing black top and some really tight jeans. "One time, I needed to be in several places at once. I managed to create some copies to take my places, and they did pretty well. Sadly, they've all got different personalities, so the original plan was a bust."

"I won't be able to explain why I have a team of all the same person, _but_ I could explain having identical triplets." Bri nodded before changing into Echo Echo. She split into 3 of herself before turning back to normal. The Bri in the center still looked like she always did, but the one on the right looked so happy. She gave a deep bow before speaking.

"Hello everyone." She kept smiling. "I hope we have a wonderful time during training. I suppose you could just call me Bri-chan." She was using a very polite form of Japanese, like something a shrine priestess would use.

The last Bri was scowling at them and slouched over, holding a toothpick between her teeth. "Sup bitches. I'm gonna destroy you motherfuckers during training. I'm sure Asia can't put your shitty asses back together for the most part." Her language was real crude. Did she think she was a delinquent or something?"

Normal Bri sighed. "God they were like this the last time too. Although Bri-kun was more a jerk than a foul-mouthed girl."

Bri-kun got in her face. "You got a problem with me, shithead?"

"Yeah I do." Bri countered. "And part of it is the fact that you forgot that we're still the same person."

Bri-kun looked like she was going to explode. "Why you…you… FUCKER!"

Bri-kun, that's enough!" Asia got between the three of them, trying to stop the fighting. Bri-kun looked at her for a bit before snorting.

"You're lucky I like Asia more than I hate you." She stomped over to the far wall and leaned against it, fiddling with her toothpick.

"Thank you so much." Bri-chan hugged Asia. "Don't worry. A few hours with me and she'll be all better."

Issei seriously doubted that.

**(**/*\**)**

He groaned as they walked up a pathway to the nearby forest. Why did he have to carry the heaviest bags? Bri's the one with super strength. They could just give everything to her and she'd still be faster.

"You're almost there." Rias shouted down at him. "Just a few more feet."

"Visualize, Issei." Akeno added, drinking some water from a nearby well. They had it easy. They weren't carrying any bags at all! This thing was nearly as big as he was.

"On your right." Yuuto called out as he passed, also carrying a massive bag. Jerk.

"Seriously?" He yelled, really annoyed. "Did they give you a bag of feathers or something?"

"Move it." Koneko said as she passed with a bag 5 times bigger. He could only stare in amazement until the bag caused him to fall over onto it. He was like an overturned turtle.

"Need some help?" Bri laughed as she pulled him back up. She was a red-skinned alien girl, with massive tits and 4 amazon red arms. She was wearing a gold-and-black dress/armor combo, and was carrying two bags with her top arms. Bri-chan passed by, a crab alien with lightning holding her bag for her.

"Greetings, good Issei." She said in a posh British accent. "I presume from you still upright that you have not suffered any structural damage from our most arduous climb?"

"What?" He nearly got trampled as Bri-kun walked past as Humungosaur, carrying a bag as big as Koneko's

"She asked if you were hurt, dipshit." She growled as she went past him.

Bri sighed. "I'd better follow her and make sure she doesn't start a fight with Bri-chan. Try to keep up." She rushed past him, leaving him to try to get his feet working.

_One step at a time._ He told himself. _One step at a time._

**(**/*\**)**

He was surprised to find themselves at a fancy-ass mansion. It was sitting by a beautiful lake, and looked like a holiday retreat for a president of some foreign country. Devils must be rolling in dough to have this place.

"Wow!" Asia awed. "It's beautiful."

"Indeed." Bri-chan said. "I have no diffidence that this finely crafted domicile would simply be paradisiac to our prolonged cultivation." Issei gave Bri a confused look. She didn't look like she knew any more than he did.

"Uh. She thinks this place would be good for training?" She guessed.

"Alright team." Rias interrupted them. "Let's go inside and get started on this training."

"What?" He yelled. "But we just got here. That's evil, and nowhere close to fair."

Rias smirked at him, while Bri-kun smacked him on the back of the head. "Quit being such a fucking pussy." She growled at him. "Some training isn't going to kill you. Yet."

It didn't take long to unpack and get changed. Issei wished that they had co-ed rooms here. He'd love to wake up to Rias undressing every morning. But Bri got her own room to herself and her copies. He was afraid that Bri-kun might kill him or something. Maybe she was Bri's feelings about his perversion. At least Bri-chan was nice.

"I can see why Bri's plan to be in three places at once failed." He said to Yuuto. "One's a complete girl-girl, and the other is a foul-mouthed crazy bitch. She probably got Bri in a lot of trouble back home."

"Guess that's why she doesn't use it that often." Yuuto replied. "I don't think Echo Echo has a limit on how many times she can copy herself."

"Man, an army of Bris. That would be pretty scary. I just hope they share the pain or something."

"Sorry, that's Ditto's weakness." Bri said as she entered the room, he hand covering her eyes. "Sorry for interrupting, but Rias wanted me to bring this bag for you."

"Hold on!" He yelled as he tried to put his gym pants on. "So, where are Bri-kun and Bri-chan? You didn't leave them alone did you?"

"Nope. Their personalities were driving me crazy, so I turned back to normal. If you know how to work with one of me, you'll know how to work with all of me."

"So what do you suppose training will involve?"

"Well, Rias told me she wanted us to have a better idea of my forms and their powers. I'll start yelling their names so you get an idea what they're called. It'll be faster going 'choose Heatblast' than saying 'be the fire lady'."

"Nice. Let's do this. I'm ready to get stronger." Issei was pumped.

**(**/*\**)**

"Let me tell you something, Issei Hyoudo!" Bri shouted while looking like a humanoid tiger. She had a green leotard covering her modesty, while two large claws were extended from her hands. "Rath is gonna teach you how to fight better! You either do well, or Rath will show you how the cookie bounces and spits fire!"

"That… doesn't even make sense." Issei replied, holding onto a wooden sword.

Bri stared at him for a moment before growling. "I know!" She charged in, forcing Issei to start blocking her punches with his training sword. "Lesson one! Bad guys aren't going to just wait for you to attack them! You gotta be prepared for them to attack first, or you'll just be side order of bacon and hair!" He finally got some breathing room, charging in with a yell. But Rath blocked all his strikes with ease. "Don't just focus on the weapon! Unless they _are_ the weapon! But usually bad guys will use all kinds of tricks against you!" She grabbed his blade and started twirling him around like a baton. He yelled as he was forced to let go, before slamming into the ground hard. "Now what have you learnt!?"

"Issei groaned. "Don't get in a fight with Rath?"

"Exactly!"

**(**/*\**)**

"Lesson 2." Akeno said to Issei, Bri, and Asia. "It's time you three became aware of the aura and magic surrounding you, and try to stream it to a focal point." Issei was struggling, while Asia and Bri meditated. "Let the image of light flow through you and be released as magic power."

"I think I did it!" Asia shouted in excitement. Issei, Akeno and Bri looked on as a little green orb hovered between her hands. Everyone was shocked when a bigger, purple orb flickered in Bri's hands. Even she could do magic better than him.

"That's great you two. But Bri, try to focus on it more."

"I'll try." Bri said, her orb getting stronger.

"How are you doing that?" Issei was wondering. Maybe she could give him some tips.

"Well you see, I'm actually a quarter alien. My grandmother is an Anodite, a species literally _made_ of mana. I never really had the spark for it, but I guess that was one of the things they changed for me." She smiled at him as her orb winked out. "Don't feel bad. I'm a complete novice compared to Gwen. She can do things even I can't do without Alien X."

"Your cousin sounds pretty cool."

"Yeah. She is."

Akeno clapped to get their attention. "Ok then. We're getting somewhere now. Asia, I have no doubt that'll be great at this. Bri and Issei, you'll need a bit more practice."

"I know, I know." Issei sighed, until Bri put her arm around him.

"Cheer up. At least this time we both need the practice."

"Just focus on what you want most." Akeno told them. "You'll get there eventually."

**(**/*\**)**

Issei preferred magic training. At least then he wasn't getting his ass handed to him. He cried out as he slammed against a nearby tree. Not far from him, Koneko and Bri were watching him. Bri was NRG, an alien trapped in a big boiler-like suit of armor. Where her eyes would be was a fiery grill.

"That was lame." Koneko said, dodging another strike and kicking him in the head. Before he could move, she sat on his back and wrapped her legs around his neck, trapping him in place. "You've got to aim more towards the body's central axis and learn to strike with precision at your victim's core." She twisted her hips, tightening her hold on him. He had no choice, he had to tag out. He slapped the ground three times as she let go of him. He crawled off while Bri stepped into the ring. When they fought, things were far more even. Koneko was faster than Bri, and able to lift her with difficulty. But Bri's armor was far too tough for Koneko to leave a mark on. She'd get back up and try again. It was more a test to see who got bored first. Suddenly, Bri turned into a green goopy alien, causing Koneko to fall off.

"Goop." Bri yelled, before following a small flying saucer above her head. She was faster than before, easily wrapping around Koneko and trapping her. He just hoped her slime started eating her clothes. That would be awesome.

**(**/*\**)**

Lesson 4 was using magic for cooking. At least he didn't have to worry about Bri being better than him. When she tried to have a pot boil, it exploded instead. No one was hurt, but everyone decided to let her leave the magic for fighting. Asia got the water to boil easily, while he was stuck peeling a crapload of vegetables by hand. He sighed. All he made in magic training was a tiny ball of light. How was he going to use that to peel these vegetables? His mind wandered to imagining Akeno naked. Now her tits were something he'd love to unwrap. He yelled in surprise as the onion he held in his hand burst open. All the skin had been shredded, leaving it ready to cook. It couldn't have been…

He grabbed a potato and imagined Akeno's breasts naked again. Just like before, the potato got peeled in an instant. So his magic was activated by his dirty mind? That… actually made a lot of sense. Sometimes naked girls were all he could think about. In fact, this felt similar to when he first activated his Gear against Kalawarner. He started laughing in excitement, waving his hands and peeling all the vegetables. This was amazing! He finally had a cool magic power. He was like a Sacred Gear super-star.

"I think that's enough!" Asia yelled. He stopped, looking around at the mess. He'd gone overboard, peeling way too many. Just his luck.

"I'm back." Bri yelled as she entered with the repaired pot. "Rias was kinda annoyed with me for breaking this but I…" She stopped, looking at the mess he made. "Did Issei do all this?"

"He did." Asia confirmed. "He was just so excited about having done some magic. But what are we going to do about the mess?"

"No problem. Upchuck can help." Bri turned into a short green alien in a black bodysuit. She looked a lot like a beaver. As Asia and Issei grabbed all the vegetables, she fired out several tongues that scooped up all the peelings. As one tongue pulled them in, another would grab the next mouthful. In no time, the kitchen was clean again.

"Whoa. That could come in handy." Issei was impressed.

"It does in a fight." Bri said as she turned back to normal. "Now, how did you do this?"

Issei grew uncomfortable. He couldn't really admit he was thinking of Akeno naked. So he went with the other explanation. "Remember how my Gear blasted your clothes off the first time I used it?"

Bri frowned. "Try that magic on me, and I'll peel **you**."

"Fair enough."

**(**/*\**)**

After dinner all the girls went to the baths. Issei wanted to come, and Rias, Akeno and Asia were all willing. That plan got shot down by Koneko. Unfortunately, they decided to include Ben too.

He was in Hell.

"Are you ok Bri?" Asia asked him. He gave a bit of shriek. Ever since they had entered the baths, he had gone as far away from the other as possible. But now Asia was standing in front of him, baring everything for him to see. He turned to face away from her, blushing like crazy.

"Yeah, everything's fine." He squeaked. "Just, you know, having a bath here."

"Now, now Bri." Rias said as she came over. "We're all friends here. You don't need to hide all the way over here."

"I'm fine." But Rias wouldn't hear it. She grabbed his arm, pulling him along behind her and letting him get glimpses of her boobs. He wanted to change form and escape, but his brain stopped working properly. He couldn't really resist as Rias made her sit down next to Akeno. He gave her a quick glance before looking anywhere that wasn't her breasts.

"Oh how cute." Akeno giggled. "I didn't realize you were so nervous around other girls." He tried to stay calm, but he shrieked as Akeno hugged him from behind. Her boobs were squishing against his back and her hands were groping his chest. "You're so big Bri. You should be proud of your body."

"I don't want to have this body!" He cried out. "I just want to be flat as a pancake like Koneko!" He placed his hands on his mouth as he realized what he had said. He was worried she'd start beating him up for saying that.

"If…If you don't want them, then I'll have them." Asia yelled, squishing her boobs against his, as if they would melt together. He started yelling and thrashing in panic. "Please Bri. Give me your boobs!"

His scream could almost be heard back at the city.

**(**/*\**)**

He flopped back against his bed, giving off a massive sigh. He was never doing that again. He didn't care what excuse he'd use, he'd just never go into a shared bath again. He didn't think his nerves could handle that again.

_Great. If the bad guys want to beat me, they could just stick me in a room with a hot naked chick._ He blushed as he remembered how nice it felt, having Asia squish their boobs together. They were just so sensitive.

His super-hearing caught the sound of a door opening and closing. What made it weird was that it opened again not long afterward. He was pretty sure the bathroom was in the other direction. He sat up and closed his eyes, letting Wildmutt's senses reach out. He could hear the others snoozing away in their beds. He could smell the flowers from outside. And he saw the heated outlines of two people walking past his door. One was taller, male, and his left arm was nearly white with heat. The other as a girl, with long flowing hair and a modest bust. She was carting around something cool and rectangular.

He opened his eyes and blink a few times. Now what could Issei and Asia be doing at this time of night? And what was in the box? He waited for them to pass by before becoming intangible. He watched as they left the mansion and rushed into the woods. He frowned. Was he doing some more training, and not telling them because he was embarrassed? Or were they about to make love to each other, and didn't want to wake the household? There were so many things he didn't know.

Oh well. When in doubt, follow them. He used Spidermonkey's power to jump to the nearest branch, easily keeping up with them from the treetops. He nearly whooped in excitement. If felt great to do this as a human. He got why Ben 10,000 never went alien anymore. Not long afterwards, he caught up with them in a clearing. Issei was attaching a log to a thick chain, while Asia got one of her dresses out of the trunk she had carried. As he hung the log onto a branch, she was dressing it up in the dress. Ok. This was weird. He shivered as he sat there. He was in such a rush, he forgot that boxers and a shirt didn't make warm PJs. But he was even more curious as to what they were doing.

Finally, Issei stood opposite the log, and started casting a wind spell. It blew the hem of the dress round, but it obviously wasn't what he wanted. He kept trying and trying, getting the same thing everytime. What was he after?

There was some rustling not too far from the log, as Asia ran into view. Issei's wind spell changed directions as he was distracted. Ben got ready to jump in and save her, but it was too late. The spell hit her, and she screamed as…

Her clothes were shredded, leaving her standing there naked.

What?

"It…It worked." Issei mumbled. He started laughing. "Yes! It worked!"

"I'm so happy for you Issei." Asia said as she tried to cover herself. "You must need a real girl for it to work properly."

"I think you might be right. Please go and put another dress on. I want to try again." Asia nodded, and slipped the dress from the log over herself. Issei cast again, and the dress fell apart like confetti. "Again." He said. Asia nodded and ran off to where her other dresses were. Ben decided this was a good time to talk to Issei. This was weird, even for him. He sprung from the branch, landing softly behind him. Issei didn't seem to realize he was here.

"So this is your big spell?" He asked, giving Issei a heart attack. "Your plan is to weaponise clothing damage?"

"Oh, hey Bri." Issei gave a nervous laugh. "Uh just…just how long were you watching?"

"From the moment I heard you and Asia leave your rooms. I thought you were doing…something else." Ben shook his head. "Not that this is much better mind you."

"Please Bri." He begged him. "This is my only spell. Please don't take it from me." God he looked so pathetic. Ben didn't have the heart to take this from him.

"Get up. I'm not going to stop you from using your only spell." He pulled him up before giving his hand a hard squeeze. "But I want you to agree to never use this on me."

"Yes ma'am." He said. Asia ran back through the bush in another dress, gasping as she saw them together. Ben looked down to see that their chests were nearly touching. He quickly stepped away, giving a quick cough.

"Well now I know what is going on, I'm going to hit the hay. I feel exhausted." She jumped back to the branches, rushing back to her window and phasing through. All the dirt on her feet fell off and hit the window as she jumped through. He gave his body a little shake before hopping into bed.

They're probably going to have a big day tomorrow.

**(**/*\**)**

"…and so that is why the rating games exist." Rias had just finished telling them the history of the war Riser mentioned. It was unbelievable. 72 Noble families, and only 3 were still alive today. No wonder the Gremory family wanted Rias to marry the Phenex family. "You guys look tired. Why don't we take a break?"

"I'll make some tea." Akeno said. Asia ran off to help her, while Issei seemed to be contemplating something. Maybe he was thinking of starting his own Noble house.

"Oh Asia." Rias said. "I almost forgot. I'd love to learn about your life as a Holy Sister."

"You…you mean right now?" She seemed very nervous. She probably wasn't that good in a crowd. But she steeled herself and went off to get a few items. When she came back, she was holding several tools in one hand and a bible in the other. She placed them down on the table and started instructing. "Let's see. I did a lot of exorcisms, so let's talk about that. There are two things you need. One of them is holy water. She grabbed a bottle filled with sparkling water. "But Devils need to be careful. It's vital that you never actually touch it."

"Is it going to make us melt?" Issei asked her.

"It'll do something…bad." She answered. Ben figured that much out. But it could be bad like acid, or bad like disintegration.

"Don't forget, you're one of us too Asia." Rias said. "This all affects you too."

"I know. So there's not much point talking about how to make it. Let's move on to something else. The second item needed is the Holy Bible. I used to read it constantly as a little girl it was my favorite." She hugged the book to herself like it was a long lost friend. "But now everytime I read a verse, I get a terrible headache and can't get through it."

"Because you're a Devil now."

Asia started crying. "I just want to read one verse! It was always my favorite." She opened the book on a page. "Ok then. Here it is." She cried out in pain. "But I didn't even start yet! Dear Lord, please forgive me for not reading Your Words. I'm trying." She tried to read it again, but she started clutching her head. As she cried in pain, she tried again and again. Ben eventually rushed up and took the book away from her. "No Bri please. Let me just try one more time!"

"I think you've done enough reading." He yelled in pain as Asia bit him on the breast.

"Give me my book!" She yelled, her word muffled by the mound of flesh in her mouth.

"Quit biting me or I'll throw it in a fire!"

**(**/*\**)**

Issei wandered around that night. He'd just been talking to Rias about the attack plan. Things didn't look good. Riser had the power of immortality, and he only lost twice because he wanted to. And even with three Bris he still had them outnumbered. But their members were strong too, and Bri had more tricks up her sleeves than all of them combined. They were sure to win.

"Hey Issei." He heard her call out. He looked up to see her sitting on the roof. "Back from some more training?"

"Hey Bri. Actually I let Asia take the night off. I didn't want to keep her up for two nights." He replied. He was ok not getting any sleep, but he didn't want to force her to lose some as well. He was distracted as a swing made of bandages hung down level with him. Guess Bri wanted to talk to him. He sat down, and Bri pulled him up until he was standing on the roof. Those bandages were tough to lift him without breaking. "So what are you doing still up?"

Bri smiled, looking at the stars. "I was just thinking of home. You guys have the same stars we have over in Japan." They just sat there for a bit before she spoke again. "Ever since you met me, have you ever wondered what kind of Aliens are out there?"

"A little. I've just been too busy dealing with things closer to us."

"True." She laughed. "You know, I never used to wonder if we were alone before I got the Omnitrix. It would've been cool, but I didn't really believe in them. Now I meet them every other day. I even _work_ with a few. It's pretty strange."

"Yeah." He never thought about religion either till Rias recruited him. "What are your friends like? You told us they were good, but you never really explained."

"Where to start." She sighed. "Maybe I'll start with Gwen."

"Back when we were younger, we never really got along. She was a straight-A student and a bit of a girly-girl, while I was a tomboy that always got in trouble at school. I didn't even want her on the road-trip that started all this. But as we dealt with crisis after crisis, we actually got a bit closer. I hated it if anything tried to hurt her. When we were teens, we actually got on pretty well. We didn't argue nearly as often."

"She sounds more like a sibling that a cousin."

"I know. Ironically enough, we actually share the same birthday. We always used to argue over who'd have their party on the day."

"You talk about your grandpa a lot. Were you close?"

"We **are** close. And I always enjoyed spending time with him. The road-trip was meant to have been just him and me. He got even cooler when I learned he worked with aliens. He's now in charge of all Plumber forces on Earth, and is hailed as one of the greatest agents in the galaxy."

"Whoa. That's kick A."

"Yeah. He was actually meant to have landed on the moon once. The only reason he didn't was because he got recruited for the Plumbers."

"What about Kevin? How did you guys become friends?"

She looked sad for some reason. "It didn't really start off that well. We were going to spend a night in a 4-star hotel, when I saw that they had a private event involving the latest Sumo Slammers game. Despite Grandpa Max telling me not to sneak in, I disobeyed him and got caught."

"How did you get caught? You've got invisibility."

"That was with a prototype Omnitrix. It only lasted for about 10 minutes. More if I was lucky. We got kicked out of the hotel, and Grandpa Max banned all things Sumo Slammers for a month. I stormed out, and went off to an arcade. One of the machines swallowed my quarter and wouldn't give it back, and the staff didn't care. That's when Kevin showed up. He used some energy to get all the quarters out of the machine. I thought he was so cool, not having to do what adults told him. I paid him back by dealing with punks that wanted to mess with him. We became great friends."

"I thought you said it didn't start off that well."

"It wasn't till later. We… _kinda_ robbed a warehouse for that new Slammers game, and SWAT showed up."

"The game was guarded by SWAT?"

"I know. I used the Omnitrix to escape from them, and he wanted me to help him make some cash. I was up for it, until I found out how he was going to get the money. He wanted me to help him crash a money train into a passenger train at full speed. I told him exactly where he could stick that plan."

"He wanted to do what? Crazy psycho!"

"Yeah, he was. He absorbed some of the Omnitrix's energy and became part alien. I fought him off, but he just went to kill the punks from before. I fought him, managed to kick his ass, and tried to give him a second chance. He tricked me though, and tried to get it off me. But its defenses blasted him away and returned him to normal. We thought we had seen the end of him."

"But a few weeks later, Gwen and Max thought they saw me go ape shit over a video game. I had been back at the Rustbucket the whole time, but they didn't really believe me. I saw Fourarms rush into the local mint, and followed him. Gwen saw Heatblast smashing the place up, and I came up behind her. It turned out that he had overloaded on the Omnitrix energy. He could turn into all m forms, but he couldn't stay normal. And guess who he blamed for it."

"You."

"Yep. So his plan was to get me in trouble. It was pretty effective, since the government created a team just to deal with my aliens. I eventually cornered him on San Francisco Bridge, where we had a big fight. Eventually, his power wore off. I could've beaten him some more, but I decided he wasn't worth the effort. That got him so mad he mutated, becoming a mixture of all my forms. And again, he blamed me. We had fights all during my holiday, most of them with me winning."

"But you guys are friends now, Right? How did that happen?"

We met up again when I was 15. He had calmed down a bit by then. It turned out that he was an Osmosian. They can absorb materials and energy, but absorbing energy drives them insane. He agreed to help us, because otherwise he'd get thrown back in the Null Void again. Over time, he fell in love with Gwen. And he managed to stay on the straight and narrow. Most of the time."

"And that's how you guys became friends. I thought he might've had an interest in you."

"Well…you see…I looked too much like a boy. He was actually surprised to find out I was a girl. I think it creeped him out a bit." She looked sad again. Maybe, she really wanted to be more than friends with him. "We had a rough patch not too long ago."

"What happened?"

"We ran into another Osmosian called Aggregor. He was determined to absorb the powers of a baby Celestialsapian."

"They have kids?"

Bri laughed. "I know. I was surprised too. But despite all our power, even the fact we had a younger me with us, he still nearly won. Kevin had to absorb the Omnitrix's power again to beat him. It was like a relapse. He was even worst that before. He put a guy in hospital because he owed Kevin $5. I was so worried about my family, that I nearly became as bad as him. Gwen wanted to save him, but I just ignored her. I nearly managed to kill him. But a part of me…didn't want to. I wanted Gwen to pull out some new trick that could save him. And she did. But I still have nightmares about that. About how I nearly crossed that line. How I nearly chose to kill someone." They sat there in silence for a bit, Issei deliberately ignoring her tears. That would've had to have been rough. He didn't think he could ever kill a best friend.

"So, uh…" He tried to think of something else to say. "You said you had a partner. Is this like a friend or…?

"Just a coworker. Rook is a newly graduated Plumber agent. He and I are completely different in our styles. I learnt everything from experience and use biological powers, while he's learnt everything he knows from a book and uses a multi-use tool as a weapon. He also really polite. I mean, his species sees contractions as swearing."

"Really?" Issei laughed. "Guess to him you've got a pretty filthy mouth."

"Probably. Though thanks to him, I learnt that my history is at least a chapter-and-a-half of required reading if you want to be a Plumber."

"Awesome. Any other quirky members?"

"Blukic and Driba. They're our resident Galvan scientists for Earth. They are the dumbest geniuses in the galaxy."

"They're what?"

"By our standards, they're geniuses. But for a Galvan, they make rocks look smart. Knowing how techy the Galvans are, they probably are smarter. I swear, half our problems are caused by them." They had a good laugh over that. Issei felt good. It was times like this that he remembered how awesome and great Bri was. No wonder she was a super-heroine.

She stood up. "Well, we should probably go back to bed. It's getting pretty late." She made a staircase from what looked like Lego. "You coming, or do you want to stay up there all night?"

He smiled. "I'm coming, I'm coming."

**(**/*\**)**

"You're going to need to use your Boosted Gear." Rias said to Issei. "Can you handle it?"

"Of course. But you said not to use it in training camp." He replied. "In fact, why can Bri use her Omnitrix during training?"

"Bri can use it because we need to see more of her forms so we can work with them. And we've had lessons with her normal self. She's actually pretty tough. Even Yuuto and Koneko couldn't beat her." And there was another thing she did better than him. "And besides, you weren't allowed to use it without my permission." She turned to face Yuuto. "Kiba, could you partner up with him?"

"Sure thing." He said, holding his sword in a proper stance. "But I won't go easy on you, Issei."

"Don't worry." Issei replied. "I'm used to that with Bri. Boosted Gear! Go!" His Gear formed in a green flash as the jewel glowed.

"Good." Rias said. "Now, again."

"Go!" He yelled as the jewel glowed again.

"You can do better!"

"More!" The jewel grew brighter. Issei did that 12 times in a row. This was the most he's ever done before. Well, apart from against Charmcaster, but he had a few hours to kill back then.

"Do you see how far you've come? You could never handle so much power before." She was right. He always ended up collapsing by now. That training really _was_ helping.

He did it once more, and was surprised to see gold writing form on his Gear. "EXPLOSION!" It shouted as a golden circle formed at his feet.

"You're up Kiba." Rias called out. Issei barely had time to block his strike with his Gear as Yuuto rushed him. But he managed to knock him back a bit. "Ok Issei. Unleash everything you've got at Kiba."

He gave a heroic yell, waiting for something cool to happen. But he only got a tiny little red orb in his hand. "What? That's it?" Yuuto yelled as he rushed as him.

"Trust yourself!" Rias yelled. Seeing no other options, Issei fired the ball. A massive red beam erupted from his hand, causing Yuuto to dodge it. The beam kept going until it hit a nearby mountain, creating an enormous explosion that nearly bowled them all over. When the smoke cleared, there was a line of debris leading to a crater at the top. Issei couldn't believe it as he collapsed. All that power came from him?

"Fuck yeah!" He yelled. "I finally can do something better than Bri."

Bri merely smiled. "I'll admit, that is impressive. But let me show you another form." She changed in a flash of green light into a very tall white being. She had an unbelievable physique, with curves everywhere. Her wrists slightly bulged out from green cylinders with swirly stuff in them. A massive Omnitrix symbol dominated her chest, even if it was partly hidden by her breasts. Finally, her head was mostly hidden by a mask, with a pointy helmet on top. "Atomix!" She shouted out in a heroic voice. "Now teammates. Watch as I show my strength." She started charging a ball of green energy in one hand while chanting something. "Haa-mee-na, haa-mee-na, haa-mee-na! Stellar Blast!" The green orb fired off in a beam like Issei's had, before impacting with the mountain. The explosion was far greater than his was. They were all bowled over by the winds blowing away, and he could've sworn he heard glass shattering. When the smoke cleared, he nearly crapped himself.

The mountain was gone. There was only a massive crater where it had been. He started crying. The one thing he thought he could do better, and she was way better at it than him.

She changed back with a flash, rubbing the back of her head in a nervous manner. "Eh-heh. Sorry about that guys. I didn't mean to do that _much_ damage. But don't feel too bad Issei. Atomix is my second-strongest form." No wonder she did so good. The strongest form was obviously Alien X. How do you compete with next best thing to a god?

"Issei. Bri." Rias called out. "You two are the lynchpin of our plans. Your attacks will completely change what happens and the direction everything will go."

They nodded. "You can count on us." They said together.

**There we go. Riser won't know what's coming.**

**Now, with Atomix, he is Ben's second most powerful alien, so I imagine an entire mountain isn't that difficult to destroy for him. And as for Bri-kun and Bri-chan, I remember in 'Duped' when Ben split himself into three that one was too nice and the other was a jerk. I thought they'd get on everyone's nerves too much, so they're not in this chapter. But don't worry, we'll see them next week during the match.**


	10. Phenex Rising

**Hey there fans. Gotten a few 'interesting' review over the weak. One such review was a song made completely of swear words. I think. To be honest, I stopped reading after seeing a dozen or so swear words in a single stanza. Don't bother looking, because I removed it.**

**Now, let me be clear. I don't mind a bit of swearing. I don't mind some constructive criticisms. But I'm not interested in reviews that are basically insults or 'you suck, your story sucks, your writing sucks'. I don't want to get emails clogging my system like that. And I definitely don't want to bar all guests from leaving a comment because of a few morons. If you don't like, then don't read. That's what I do when I don't like a story.**

**Mind you, not all the bad reviews were nasty. I had one review that was pretty much 'I don't like your concept, but your quality of writing is good. Best of luck'. That's like the Bigfoot of internet comments.**

**Now that my rant is out of the way, for all the people that **_**do**_** like the story, enjoy. And remember, constructive comments are ok.**

Chapter 10: Phenex Rising

The days had passed by in a flash. During the times they stopped to rest, Ben showed off as many forms as he could without attracting too much attention. So that meant he still had Way Big in reserve if he had to. He knew he should've told them, but they wouldn't be able to do much besides stay out of his way. There were also a few forms that he wanted to keep secret. They were the ones he wanted to be a secret weapon. The enemy could have mind readers, if they could remove memories. Now here they were, walking back to the school in the middle of the night. Ben promised that he had made sure Issei's parents wouldn't be waking up till morning. Hooray for Gutrot.

"You seem pretty confident Bri." Issei said. "You're not even the slightest bit worried?"

"I took Riser out with one punch." He replied. "Most other things I fight need to level a street before they finally go down. He's probably one of those people who never learn to fight because they're so tough. Grandpa Max and Gwen made sure I could defend myself if I run out of time."

"He sounds like a good man." Asia mentioned as she clung to Issei. They looked nice together like that.

"Phenex probably thinks we've never really seen combat before. Bet he'll be surprised to find out you're a veteran heroine."

Ben chuckled. "I'm counting on that."

**(**/*\**)**

When they got to the club room, Yuuto was cleaning his blade before putting it back in its scabbard. Koneko was putting on some fighting gloves, while Akeno and Rias were drinking tea. He hated having to wait. He preferred it when he was getting jumped. At least then he didn't have so much time to think about all this. What if they _did_ lose? No. They wouldn't. They had trained hard for this. They were going to win. Especially with three of him around. Bri-kun was throwing spikes into a picture of Riser until he was nothing but holes, while Bri-chan was making some soothing tea. He can't remember where he learnt that.

They were interrupted by the club room door opening. Souna and her Queen entered the room. "Sorry if we're interrupting anything." She said.

"That's alright." Rias replied. "We're just waiting for now."

"I didn't expect to see them again." Issei said. "What are they doing here?"

"They're organizing a live broadcast of the game so that family members can watch."

"Cool." Ben said. "We can kick his ass _and_ everyone will see him go down." Souna smiled at him before looking at Kun and Chan.

"I didn't know you were part of triplets, Bri. Did they fly over just to help you?"

"Oh no." Chan said. "Actually, we are…" She was muffled as Kun jumped on top of her before she said anything else.

"Shut up, Shithead.' She growled as she sat on her. "We don't need to say anything to her."

Souna smiled again. "Looks like this rating game will be more exciting than I imagined." Grayfia's white circle formed behind them. She was still dressed like a maid. Who'd have their Queen work as a maid?

"It's almost time, my lady." She said to Rias. "I hope you're all ready."

"We're ready whenever you are."

"Good. In a few moments, we'll use this circle to go to the battlefield."

"And that's where?" Ben asked.

"It's in a neutral alternate space created just for the game. None of it is real, so we have full license to do some damage to it. Even burn it to the ground." Akeno replied.

"Cool." Kun said. "I hate having to worry about stupid property damage. Anyone that gives a shit can suck my – OW!" She screamed in pain as Chan bit her wrist.

"Sorry." She apologized.

"If I wasn't so keen on winning I'd pound your ass to the ground."

Souna headed back to the doors. "Well, we should get going. We'll be in the Student Council Broadcast room. We'll be cheering your team on."

"Great. But make sure the play-by-plays are fair."

"Oh I will. In fact, if I was a betting woman I'd put money on you kicking him seven-ways-to-Sunday."

"There's something I forgot to tell you." Grayfia said one Souna had left the room. "The great Devil Lucifer will be watching the game."

Rias sighed. "Oh joy. Brother Dearest."

"So does that mean your brother is in charge in Hell?" Ben asked. If these guys were just another species, then the name of Lucifer would have to be pretty high up."

"That's right. His real name is Sirzechs, but he's used a few over time."

"During the War, the previous Lucifer died." Yuuto took over. "Sirzechs took the throne and led us through a dark time. He saved the Devil kingdom from ruin."

"Well that explains why Rias is the next head of Gremory." Asia said.

The circle changed from white to bright red. "It's time." Grayfia said. Everyone stepped into the circle, with Ben worried that one of him will forget to become Devils. When the light faded, he was relieved to see they were still with them. But their destination was…

"The fuck?" Kun asked. "Why the hell are we still in the club room?"

"Your attention please." Grayfia's voice echoed through a loudspeaker system. "My name is Grayfia. I am a servant of the House of Gremory. I will be your referee during today's match. To create the battlefield you'll be competing in, I took the liberty of some suggestions from Lady Rias and Lord Riser. You may recognise this place, as it is an exact replica of Kuoh Academy. An educational institution in the human world."

"So we have moved." Chan said. "It just looks exactly like school."

"Each team will be given an area that will serve as its home base." Grayfia continued. "Lady Rias, your group will be in the Occult Research Club Headquarters in the old school house. Lord Riser's home base will be located in the Principal's office in the new school house. Pawns will be promoted if they can make it to the home base of the enemy team. Good luck to all."

Ben thought about going Way Big and smashing his way through, but he didn't know their full power. He might just end up becoming a bigger target. Atomix was ruled out because he didn't want to kill anyone. He looked at Kun and Chan, who nodded back. They had ruled out those forms as well.

"Alright then." Issei looked pumped. "I'm gonna charge right out of the gate, get to their turf and get promoted, and then I'll fight my way up to Lord Douchenozzle."

"That would be a bad idea." Akeno warned him. "Unless you want to get your ass handed to you."

"You can't always just storm the castle." Ben warned him Koneko walked up to him and handed over a tiny glowing orb. "What does this do?"

"It'll allow us to communicate over long distances." Rias answered as the orb floated into her ear. Ben, Kun, Chan, Asia and Issei all put theirs into their ears.

"Good luck players." Grayfia's voice sounded again. "We'll be watching you."

**(**/*\**)**

Ben-chan smiled as he, Issei and Koneko headed to secure the gymnasium. Ben wanted to use Big Chill to sneak in and freeze Riser and his guards, but Rias didn't want that. She was worried that if it didn't work, he'd be a sitting duck. Well, maybe more a sitting moth. Kun was originally planning on using XLR8 to get in and go Humungosaur on their asses, but Ben was worried the building size would hamper her. Right now, she was going with Yuuto to play decoy and deal with any servants that get caught in their traps. Meanwhile, Ben was waiting at home base, serving as Rias' first and last line of defense.

They weren't worried. They've dealt with tougher things than them.

They managed to reach and get inside the gym without any confrontation. Chan was happy. He didn't like having to fight.

"Wow. This place is an exact copy." Issei was saying. Koneko raised her hand in a 'stop' sign. The enemy must be here. The lights all turned on, showing 4 girls standing in the center.

"Smells like Gremory filth." One of the said.

"Come out come out, where ever you are." Said another.

So much for stealth." Issei moaned as they stepped out. Chan got a better look at the enemy.

One was wearing a blue quipo thing that showed off her strong legs. Another was the girl that had beaten Issei when they first showed up. The last two were twin cat girls wearing school uniforms.

"Well, well." Quipo-girl said. "Looks like they sent us two pawns and a rook. Little Issei must need some help."

"I think you are being deliberately hurtful." Chan said. Everyone stared at her before the Riser girls started laughing.

"Oh listen to this one." Quipo-girl laughed. "She's a complete weakling. What are you going to do? Make us apologise or you'll cry your eyes out?"

Chan frowned. "You'll apologise, or I will be forced to knock you senseless." They just started laughing even harder. Chan let them laugh. She wanted them to have a chance to give up peacefully.

"That rook could be a problem." Koneko said. "Based on her power levels, she's got the skills of a Queen."

"That tough?" Issei asked. "Ah, what the hell. We knew we were underdogs from the beginning."

"You and Chan can deal with those pawns. I'll try my luck with the rook. Watch my back and keep those chickenheads off me."

"Of course." Chan said. "But I hope you don't mind if we step in to help if you look like you're having some trouble."

"That's the idea."

"And I won't go easy just because they're girls." Issei said. "I'll choke a chicken."

"That's rude Issei." Chan chastised him as they charged each other. But they didn't have much chance to talk. Koneko was blocking Quipo-girl's strikes, while Issei had Shrine-girl's staff trapped in his gut. That left him with the kitty-girls. "I don't suppose you'll be willing to apologise and surrender?" They smiled evil at him before showing of their chainsaws. "Didn't think so." As they rushed him, they got a big surprise. He changed into NRG and watched as their chainsaws shattered against his armour. As they stared in shock, he heated his gauntlets and punched one of them while frying the other with his heat vision. They screamed in pain as their clothes were burnt off, before fading in a bright light.

"Two of Lord Riser's pawns, retired." Grayfia said over the intercom. So when a servant receives enough damage, they get taken from the battlefield and are counted out. Good to know. He watched as Issei managed to touch shrine-girl before getting knocked away. There was now a red circle on her clothes and a red line leading back to Issei. He snapped his fingers, and her clothes were shredded, just like during his practice. She screamed as she tried to cover herself, too focused on her modesty to notice Chan walk over. He grabbed her by the shoulder.

"Please apologise." He asked her, but she just stared at him. He sighed, before heating up his hand. She screamed even louder as she faded away. Quipo-girl managed to throw Koneko off and charged at him, screaming in anger. He merely changed into Shocksquatch. He was a tall and shapely yellow-furred yeti alien. Two lightning bolt pigtails extended from the back of his head and he wore a white unitard to cover herself. She caught quipo-girl with both hands and hit her with powerful lightning. She too faded away in his hands. "Oh. I forgot to ask for their names, eh." He spoke in a Canadian accent. "I'm so forgetful, eh."

"One of Lord Riser's Rooks, retired." Grayfia said again as they left gym. Hovering high overhead, Akeno was wearing some priestess robes again. A bolt of lightning struck down from the heavens, levelling the entire gym. Now Riser can't use it as a forward base.

"That was fun." Chan giggled as she turned back to normal. "I've never done a bolt like that. Oh, but sorry for taking your wins."

"Don't mention it." Issei said. "We need to beat them. It doesn't matter who does it. Kun's probably left Yuuto in the dust."

"The Phenexes still have us outnumbered." Rias said through their com-link. "We need to buy Akeno a little bit of time, so that she's ready for her second attack. Once her power is replenished, we'll start making preparations for our next move. Until then, stick to the plan and I promise you we will win this."

"Alright then." Issei said. "Onward to the athletic field!"

**(**/*\**)**

Kun smiled as the stupid bitches wandered right into their trap. They thought they were so smart, but they still fell for it, hook line and sinker. As they stood there wondering what happened, Kiba strolled up behind them.

"Hello ladies." He said. God, why does he have to act so polite? They're the fucking enemy. They should just pound them until they give up, then move on to the next group of bimbos. "You gals looking for some company? Cause if you're feeling lonely, I'm just the man for you."

The slut dressed in scarves smiled at him. "Not to burst your bubble, cause you're totally my type. But do you really think you can beat us alone?"

"Why, whoever said I was alone?" That was his cue. He jumped up high before changing into Armodrillo. By the time he landed, he was big enough to make the ground shake. The girls stared at him in surprise. "Now then. Say hello to my 'little' friend."

They dashed around to find cover, but Kun used his powers to shatter the ground. One fell into a sinkhole he made while another was crushed between boulders. The third shrieked as he tried to grab her, failing to notice Yuuto coming in from behind. He had already dealt with the one in the sinkhole, and slashed through her in short time.

"We make a great team, don't we Kun?"

"Whatever." He said. "Those sluts didn't last very long." An explosion tore open the sky. As it did, Kun had a powerful headache. It was as if it was on fire. Which meant that…

"Those bastards hurt Chan!" He yelled. Sure she was flighty and peaceful. But no one attacked his copy. Especially not some hooker.

He was going to kill whoever did that.

**(**/*\**)**

"Chan!" Issei yelled, cradling her. She looked in so much pain, and was barely awake. He watched as she faded away into sparkles. No. NO! She can't be dead. She can't be!

"Issei." Rias said to him. "Don't worry. When a servant is too badly injured to fight, they are removed from the field to recuperate. I'm sending Bri to aid you."

"It's time to give up the fight, little boy." Yubelluna cackled from above, where she had blasted Chan from. "No matter how hard you struggle, you won't win. You _can't_ win." She fired a magic blast from her staff. Issei thought he and Koneko were goners. But as he watched, a flying turtle intercepted the blast, causing it to fade away. "What?" She yelled. Akeno floated down from above as Bri turned back to normal and landed near them.

"Well this is exciting." Akeno said. "Guys, keep going. I'll handle her. And don't worry. I'll make her pay."

"Make me pay? How exciting."

"I'll be fine. Now go. The plan won't work without all you."

"Make her suffer." Bri said as they ran past. Once they were far enough the sky lit up with magic as they duked it out. As they ran along a pathway, Yuuto and Kun strolled in.

"You guys. You're ok." Issei said, giving Yuuto a man-hug.

"Where's the bitch that attacked Chan?" Kun growled. Damn, she looked pissed.

"Don't worry." Bri said. "Akeno's going to put her down. For now, we can get revenge by beating up everyone else."

"Up for that. Those fuckers won't know what hit them."

"Everyone, change of plans." Rias said. "I originally thought that the Bris would be invincible. But the Riser Queen showed that you _can_ be surprised. Bri, meet me and Asia round the back of the new school house. We'll launch a sneak attack while everyone else distracts as many servants as they can."

"But isn't that risky?" Yuuto asked. "If you fall, we lose anyway."

"I want this over _before_ we lose too many people. Sometimes you have to take some risks." Bri nodded as she turned invisible. Everyone else headed for the athletic field.

"Hey assholes!" Kun started shouting. "We know you're out there, shaking in your shit-filled diapers! What, you're too pathetic to take my sister out in a _real_ fight!? She was a fucking wimp! So if you're not going to fight me, then suck my dick!" Sheesh. Kun was really vulgar. But it worked. A girl in sexy armour appeared from a dust cloud.

"You need to curb your tongue whelp." The knight said. "How dare you speak in such a way to a member of…" She didn't get to finish, as Kun charged her as an electric jellyfish alien, Amphibian. She tried to strike her with her blade, but it just phased through Kun like she wasn't there. Kun wrapped her in tentacles before giving her a powerful blast. But unlike with Shocksquatch, it wasn't enough to retire her. She managed to break free, charred but still in play. Yuuto charged in with his blade as more servants stepped into view. Yuuto and the sword-girl clashed several times without stopping, blocking each other's killing blows. As they battled, a blond girl in a pink dress giggled.

"That Karlamine." She said. "Her head is filled with nothing but swords, swords, swords. It's ridiculous. At least that shock got her to shut up. Shame about that knight. He was totally my type and yet he's just the same." She gave Issei and Kun a glance. "And what am I even looking at? A sloppy commoner boy, a foul-mouthed slut and a shrimp? Rias has the worst taste in servants."

"That's pretty rich coming from all these shitty whores." Kun shouted. "What, Phenex couldn't get you all some _real_ clothing?" She changed into Rath, her roar shaking the ground. "Let me tell you something, pink dress girl! Rath is going to take all these pansy-girls, tie them into a pretzel, then make you hula with them!"

"That doesn't even make sense. And I have no intention of fighting." Even Rath stopped growling at this. She was in a rating game, but she wasn't going to fight? What kind of servant is she? "Isabella." She called out to a woman wearing ripped clothing and a mask over one eye. Rath didn't even wait for her to attack. She rushed her and started punching. As Isabella defended herself against a pissed off alien, Koneko had charged twin cat girls in school uniforms.

"What's wrong with her?" Issei asked, pointing at the pink dress girl. "Why isn't she fighting?" A girl with really long dark hair and a massive sword on her back answered him.

"She is our bishop, but she prefers to watch the fight than participate in the. She is also Lady Ravel Phenex. A member of the House of Phenex and Lord Riser's younger sister."

"What!?" Rath yelled. "What kind of sicko has his own sister in a fucking harem!?"

"I'm not a part of his harem!" Ravel yelled back. "I'm only in this so that I have something to do." With a wave of her hand, the knight charged in and started attacking Issei. But his training with Yuuto and Diamondhead allowed him to keep dodging her sword. He just had to keep going until he had boosted enough times. His current level was enough for a pawn, but he'd need something more for a knight class. Her next strike was impossible for him to dodge. But his Gear protected him long enough to use the force to roll away.

"You're doing pretty well." Ravel said. "Rias' improved you since Mira knocked you to the floor. Maybe if you keep it up you _might_ just become a real challenge."

"Didn't Bri knock your big brother in one punch?" He called back. "Sounds like he needed some training himself. At least I'm working my butt off for this." As he jumped back, he took a quick glance at the others. Koneko was fending off the cat-girls, managing well against two opponents. Yuuto's sword had broken, but he formed another sword from ice that froze Karlamine's flames with ease. And Kun was pounding Isabella into the dirt.

Hopefully, Rias was making full use of this distraction.

**(**/*\**)**

Ben wanted to say that this was too easy. No way would Issei and the others get all his servants to leave. There was probably a couple hiding in here. Or Riser knew they would enter in here, appearing in person and stopping their plan. But if he said it out loud, he might just jinx them.

"Riser's been expecting you." Ben groaned as they looked up. As he predicted, Riser was standing next to the banister, grinning down at them. "Hello my beloved Rias. You didn't honestly expect Riser to not realise your plan? Clever though, having your servants distract Riser's servants while you sneak in with your pawn. But Riser has seen this before. It did not work then, and it won't work now."

Rias didn't answer him. She just used her magic to destroy his arm. Riser didn't even react as he grew it back in a burst of flame and fired back at them. But Rias was already pulling Asia away as Ben used Heatblast to absorb the flames. He gritted his teeth. It was so hot, too hot for him to use only a part of Heatblast's power. He changed fully into Heatblast, absorbing more fire as Rias shot again. Annoyingly, he couldn't absorb the flames before they healed Riser again. Seeing no other option, he followed Rias as she ran down a hallway, Riser laughing as he gave chase.

He hoped the others were doing better.

**(**/*\**)**

"Holy shit!" Issei yelled, both at Yuuto's sword spike attack and Siris nearly killing him while he was distracted. As he dodged, his Gear was finally ready. As Siris charged again, he fired out his beam. Unfortunately, she managed to dodge at the last moment. The beam blasted a large crater-line all the way to the forest. The explosion was still visible from behind the trees. He didn't think he put that much effort into it. Guess this was what Bri felt when she hit something _too_ hard.

Siris grunted. "I can't let that happen again. I've got to take him out now!" She charged forward again, her sword high overhead. But that was what Issei wanted. Her chest was clear for him to punch, activating his dress break power. She screamed as all her clothes shredded into nothing. He got a nosebleed staring at her massive tits, and was so busy that he almost forgot to blast her again. She screamed as she faded away in the light of his beam. He noticed out of the corner of his eye Kun throwing Isabella into the beam as well, where she joined Siris.

"One of Lord Riser's rooks, one pawn and one knight, retired." He heard Grayfia say. Kun change into XLR8, helping Koneko take out the other cat-girl.

"That was atrocious." Karlamine said with disgust. "That's perversion at its basest level."

"This is the first time I've witnessed it." Yuuto sound almost apologetic. "I really don't know what to say. I'm sorry my friend is such a pig."

"Stop apologising to the enemy, shit-head." Kun growled. "They're the enemy. You're supposed to stomp her flat as a pancake."

"Hey footsoldier!" Ravel shouted, pointing at the new school building roof. "You might want to watch your precious king get destroyed." As they all looked up, they saw Rias, Asia, Bri and Riser standing on opposite ends. Riser was firing blasts at them, but Bri was absorbing every last strike. But Riser kept regenerating from Rias' attack.

"The Princess of Ruin. Twilight Healing. Priestess of Thunder. Swordbirth. And Boosted Gear. And, I suppose, whatever the triplets have. Together they sound rather impressive. But we are Phenexes, immortal birds. And you cannot defeat us!" Her statement was undermined as Kun became Armodrillo and made the ground quake. Everyone had trouble standing up as jagged spike rose up, nearly impaling the remaining members of Riser's peerage. As the girl with the long flowery robe took to the air, Ravel started shooting out fire. Issei groaned. After those two attacks, he was nearly beat. He begged the red dragon to grant him all his power.

He got his wish.

Everyone was nearly bowled over as he was surrounded by a green pillar. Even Riser, Bri and Rias stopped fighting to watch. As it faded away, he saw that his Gear had changed again. The claws had become bigger, and new golden spikes decorated the gauntlet. A symbol resembling a dragon head was set in the center of the jewel. And he suddenly knew a new technique.

"Kun." He yelled. "Grab Koneko and take for the sky. Yuuto, use your Swordbirth and send it my way."

"Are you fucking crazy?" Kun yelled. "You'll get skewered!"

"I've got a plan. Trust me." Kun stared at him for a moment before changing into Big Chill. The moth woman faded away, before reappearing by Koneko's side. As they flew away, Yuuto send a line of swords at him. Without hesitating, he punched the line and imbued it with his power. Hundreds of thousands of swords rose around him and Yuuto in a circle. Ravel was thrown far away, while the remaining bishop and Karlamine were skewered by a dozen swords. Even Kun looked impressed by the attack. As he started cheering, an explosion shook the school.

"Lady Rias, one Queen. Retired." Grayfia announced. As they tried to figure out how this happened, Yuuto cried out as he and Koneko were blasted by fire. They faded away as Kun flew about. She changed into Astrodactyl and slashed at Riser's queen until in her haste she flew into an attack. Yubelluna fired several more until Grayfia announced Kun's demise. As Issei started crying, she was knocked aside by Terraspin.

"Get up to Rias and help her." Bri ordered. "This bitch is mine." Yubelluna fired a powerful attack at Bri, only to watch in surprise as it disappeared. Bri chased her until a lucky strike from Yubelluna's staff sent her crashing into the school. While Yubelluna followed her inside, Issei took the fastest route to the roof. He heard wood smash as they fought each other to the death. By the time he got to the roof, the battle below sounded viscous. Ravel was floating not too far from Riser on her fiery wings.

"Good thing we still had our tears, right brother?" She said, laughing at them.

"Your tears?" Issei didn't know how crying would help them.

"Phenex tears have the power to heal any injury instantly." Rias informed him. "Luckily, they're only allowed two per battle. Every other team has paid a lot to have them in their group."

"With our money, power and immortality, we were destined to win every game we came across." Ravel laughed. Things were looking grim.

"Lord Riser's Queen, retired." Everyone stopped as Grayfia said that. Holy shit. Bri actually won against her? How?

"How did that lowborn scum destroy _my_ queen?" Riser growled, fire billowing in his eyes. As everyone wondered, the building started shaking. Cracks formed as…something exploded out of it. It was big, curved and white with red lines on it. As it grew, it became less curved until it was upright. Two arms uncrossed, with red elbow-blades and shoulder spikes. A large head with a red fin on top glared down with green eyes. And on the chest between two giant breasts was a familiar symbol.

"Seems Bri forgot to mention this form." Rias noted as Bri stared down at all of them. Riser and Ravel were at a loss for words. She was enormous! The school building only came up to her shins! Without saying a word, she crouched down and grabbed Riser. He tried to burn his way free, but she just growled and threw him to the ground. She then stomped him flat before crouching down and pummelling him. Ravel didn't try to stop him. What could she do to even do anything other than annoy Bri at this stage? Bri kept at it until Grayfia finally spoke.

"Lord Riser Phenex, King. Retired. Lady Rias is the winner." As Bri changed back to normal, Rias, Asia and Issei cheered. Despite his immortality, Bri still managed to retire him by pounding him enough times.

They had done it.

**(**/*\**)**

Bri sighed. "It feels good to have those two back." She said, rolling her shoulders. When they got to where everyone was healing, Kun was in the middle of pounding Yubelluna to a pancake. Guess she was really protective of her other selves. And probably pissed that she retired her. Everyone was now having a celebratory drink in the real club room.

"Still." Yuuto said. "I can't believe you had a giant form and never told us. That would've been handy to know."

"Sorry guys. I thought about opening up with Way Big, but I was worried I'd make myself a bigger target. Besides, sometimes he – I mean, she – changes size. I'm bigger some days than others."

"Well, at least we won. I think the look on their faces was almost as good as never having to marry him." Everyone laughed as Rias said that. As they toasted and partied, Issei sat down with a groan. His whole body still ached from the fight and supercharging Yuuto's Swordbirth. But at least they put that bastard down. Bri sat down next to him, her drink half gone.

"You ok?" She asked. "You look a bit down. Annoyed that I stole your thunder again?"

"Nah." He replied. "That was actually pretty awesome. I'm just worn out from all the attacking I did."

"I hear that. Sometimes I timed out because I didn't have enough strength to keep going." She gave a big stretch, not noticing him watch her breasts bounce. "All that punching really wore me out."

"Where did you get that form anyway?"

"Way Big? He was already on the Omnitrix. Azmuth unlocked him for me to fight Vilgax on an even footing. I researched them a little and they apparently born in cosmic storms. Because of that, they can generate enough cosmic power to destroy a planet." Holy shit. That sounds freaky. "Luckily, they're normally peaceful, guarding against evil. A few months ago, The Incursion Empire invaded Earth with an army of mutant Way Bads. They managed to force me to exile myself and hold the planet for a month just with them alone."

"Whoa. Good thing you're on our side. I'd hate to see you pissed off with us."

Bri gave him a knowing smirk. "By the way Issei. I can't seem to find some of my underwear. You wouldn't know anything about them, would you?"

"Ha ha. I'll have you know I haven't even touched your stuff, Miss Know-it-all." They stopped laughing as Rias approached them, a real smile on her face. She stooped down to give them both a back-breaking hug.

"Thank you. Both of you. If it wasn't for your powerful abilities, I was honestly worried we'd lose the Rating Game."

"It's nothing." Bri said.

"No it isn't. This is the best thing to happen to me so far."

"No I mean it's nothing. I don't mean to be rude, but since I'm still here this isn't the big thing I was sent to take care of." Issei started laughing, while Rias smiled at her.

"Don't worry Bri. We'll help you find your mystery mission and stop it. Then you can finally go home. And maybe even get to keep this body."

"Not gonna happen Rias."

**There we go. You know, to me, this story didn't feel completely perfect. I read it over a few times, but I just couldn't what bugged me. Guess that just happens when you watch the anime while you write.**

**Oh, and something else I thought about, was the comments that I'm not shaking things up. This is only my second story. I'm still a bit nervous about making too many changes and going completely OOC. But after this, we're heading for unfamiliar waters.**

**See you next week.**

**Edit: I just got a Pm from krrish0oooo75 about people complaining about his review. Look, I'm flattered that you guys care so much, but he was actually very reasonable and polite. Please stop hating him, as that's not very fair. He's entitled to his own opinion about my story, and if he doesn't like it that's ok.**

**As I stated at the beginning, he was nice about his complaint. There is no need to hate him. So please, please, stop sending him hate mail. It just looks bad on you, on me, and on my story.**

**Thank you.**


	11. Bride of the Devil

**Alright then. I haven't heard anything from krrish0oooo75, so I'm going to assume you guys have let up on him/her. Great! But from now on, let me handle the haters. That whole incident was really embarrassing, and I don't want a repeat of it, ok?**

**Good. Now onto the story. Where Issei finally kicks butt by himself.**

Chapter 11: The Bride of the Devil

The night was quiet at the shopping district. The leaves on the trees rustled in the wind, while a hanging sign squealed. A couple of cats screeched as they fought over food in a dumpster and were chased off by some barking dogs. Aside from that, not a single noise was made in the district.

That all changed as a thief smashed his way out of a store, the alarms shattering the silence like the glass.

He ran as fast as he could while carrying his ill-gotten gains, breath panting from the effort. He quickly slipped into an alleyway as the police cars drove towards him. He didn't stop until their sirens had faded away. As he stopped to rest, he chuckled and looked at his prizes. He had done it. He had just waltzed into the store with that 'magic key' and stole everything he could get his hands on. The jewellery will make him a millionaire! But he yelped as the jewellery flew away from him. As he tried to grab hold of the bag, he saw it float up to a tall, leggy girl with a clawed glove and a dark mask. Standing next to her was a boy, with a red scaled gauntlet.

"I'm afraid you'll need a receipt if you want to leave with these." The boy said while his girl waved the bag. As he tried to grab it, she punched him with a large metal fist. "But it looks like it's lights out for you." He groaned as something wrapped him until he couldn't move a muscle. "And that looks like a wrap."

The girl groaned. "Issei, those are the cheesiest lines I have ever heard. You don't need a quip everytime we do something."

"This is coming the girl that uses a lot of eye-related puns as Eye-Girl?" The boy shot back. They seemed to glare at each other until another girl fell in with a scream, landing inside a nearby dumpster. While she squealed in disgust, the girl held her head in her palms as the boy helped the other get out of her predicament.

"Let's just tie this guy up where the police will find him, go home and put this night behind us." She sighed. Before anyone could object, bindings unfurled from her arm and held the crook upside down. As she tied him to a lamp-post, Issei walked out with the other girl covered in garbage. "It's alright Asia. I've been in worse situations than that."

"Like…?"

"Like having to feed a monster until it vomited." They started laughing as they walked away, the tall girl growing blue wings as they flew away. The crook swung there for what felt like hours before someone found him. It was a tall man, dressed up like a Victorian noble. He wore a top-hat with a red rose, and his black coat-tails hung just above the ground. He skipped over to the crook, giggling as he gave him a little spin.

"Did you see her?" He asked. "That was a marvellous fight, if you were so generous. Oh, how my heart flutters."

The crook finally worked his mouth clear of the bindings. "So son of a bitch." He growled. "You set me up. You told me I'd get in and out with no trouble."

The count slapped him with enough force to make him spin. "I cared nothing for your pathetic aims. You were only the bait. And technically I _did_ fulfil my end. You just had the glory of running into the greatest warrior in the lands." He gave a lustful sigh. "Did you see her figure? She was almost heavenly. Her long legs, her luscious curves, her dazzling fingers! Pity she chose to bind her breasts. Apparently they're to die for. Oh, I can't wait for her to be mine."

"Whatever, asshole. Now get me down from here before the pigs show up, or I'll…"

"Oh I can't have you talking. You'll ruin the surprise." The count grabbed the crook by the face, hand squeezing painfully. "But I'm afraid your usefulness has reached its end. You might just blab to the wrong person. But don't worry. I've got a nice little retirement plan for you. It's a killer."

If anyone was close, they might've heard him give a muffle scream as red lighting lit up the street.

**(**/*\**)**

"I still don't see why you can use cheesy lines while I can't." Issei was saying, wrapping a towel around himself and dumping his garbage-encrusted clothes into the wash with Asia's.

"I get to use them because I've been in this game for a long time." Ben replied through the door. He was washing some grime off and making sure not to look in Asia's direction as she washed her hair. "I know when the best time to use them is. And frankly, my lines aren't as bad as those. Now my fight with Albedo, that was bad. I think his lines were almost as painful as his attacks."

"Please stop fighting." Asia said. "I'm sorry if I didn't do that well tonight."

Ben sighed. He'd be the first to admit that Asia wasn't good Plumber material. In fact, he'd probably send her on the first ship back home. They only took her because Issei didn't want her feeling left out. "You don't have to apologise. Some people just aren't cut out for this kind of work."

After dealing with Riser Phenex, things had pretty much gone back to normal. Motohama and Matsuda had started a fight with Issei the day after the Rating game. Apparently, Mil-tan had been way too creepy for them, especially after introducing them to her old friends. Ben shuddered as he imagined a room full of muscle-bound guys in magical girl clothes. Nightmare. And they summoned Issei and him to turn them all into little girls. Hopefully they were the last one, because he was never doing that again.

According to Rias, Issei and Ben had made names for themselves, Ben being more noticeable. Riser had apparently developed a fear of giants after the pounding he put him through. So Ben did what any, self-respecting hero does when they have the address of a bully.

He sent a card with a giant on it.

He giggled at the memory as he put his sleepwear on, making sure his breasts weren't poking out anywhere. Issei had passed out last time because half his breasts had spilled out top. Unfortunately, Asia chose then to walk past and get her nightgown, giving him a full view of her naked body. Even after about 3 weeks of being a girl, he still couldn't get used to this. He had a VIP seat that hardcore perverts like Issei could only dream about. But he hated how he kept taking advantage of their trust. If they knew he was actually a boy, they'd probably be shocked and embarrassed. And then try to kill him.

"Finally." Issei said as they stepped out. "I almost thought you fell asleep in there together."

"Dream on, pervert." Ben said as he walked back to his room. As he closed the door behind him, he flopped on the bed and sighed.

It wasn't just because he was tired, though the late nights didn't help. It was mostly because of his body. His emotions were stronger than usual. He snapped sooner at the others, or started sobbing at the drop of a hat. He went from moody, to cheerful, to nearly suicidal in moments. And he couldn't figure out why. It was like something was flicking a whole load of switches in his brain at random.

Maybe he'd feel better tomorrow.

**(**/*\**)**

Issei didn't know what was going on. Maybe she had a bad nightmare. Maybe Motohama said something creepy when he tried a pick up line in English. But here he was, running with his friends as Bri tried to set them on fire. Before, that would be a rare sentence. Now it was pretty normal for him.

That kinda scared him.

"AHHH!" Matsuda screamed as they ran down the street. "I am never going near her again! No girl is worth this kind of horror!"

"I told you that line sounded weird!" Motohama shouted back. "I don't want to die a virgin!" Issei quickly turned a corner, sighing as Bri ran right past him. Hopefully, she'll calm down later on. Then they're going to have to have a talk. He sighed again, walking after her to school. He didn't notice the Victorian Man spying on him from above. If he had, he might've noticed him glaring at him with a rage unlike any other. His teeth were filed down to points as his eyes blazed with a red glow.

He vanished in a blast of red lightning.

**(**/*\**)**

"I'm so sorry guys." Bri sobbed. "I didn't mean to hurt anyone. I just didn't like his line. Can you forgive me for showing off my powers?"

"We'll forgive you Bri." Rias said, lifting another book out of the puddle. "Just please stop crying."

As soon as they made it to the Club room, Bri just started drying rivers of tears. As in **literal** rivers. Akeno and Koneko were currently using pails to throw water out the windows, while Yuuto and Issei were sweeping more water out the door. Looks like there was a new danger of having a shapeshifter on the team.

"I… I don't know what's coming over me." Bri sobbed. "I'm never this emotional. It's like something's breaking inside of me." Rias looked at her for a moment, before smiling.

"Bri, how long have you been here for, in terms of days?"

"About 28. Why?" After a few minutes, her expression turned to shock as it finally hit her. How could she be 16 and not know what her period was? Issei was getting more and more confused.

"Give it a day, and I'm sure it'll pass, Bri." Rias hugged her. "It does get painful sometimes. But I don't want this kind of behaviour again, alright?" She walked over to the open door, shaking her shoes every few steps. "By the way, since you made this mess, I'm expecting you to clean it up. C'mon everyone, class-time." Everyone stopped working, and walked out the door, picking up their bags from where they had been keeping them safe. As Issei left, he looked back at Bri to see how she was holding up.

She was still kneeling in the water, her face locked in shock. Poor girl probably didn't even hear Rias.

**(**/*\**)**

"My period." She moaned as they walked home from school. "How could I've so stupid? I have never felt so embarrassed in my life."

"Oh come on, Bri." Issei said. "I'm sure there have been plenty of times you've been more embarrassed. Like the fact that Kevin didn't realise you were a girl until you told him. Or that adventure when you got covered in vomit. Or when you told us about the fountain of youth."

"Thanks." She growled. "That really made me feel _so_ much better."

"Sorry." Issei apologised. "Please don't fwoosh me."

Bri sighed. "I'm not going to… I just hate getting so emotional. I've got all this power literally at my fingertips. Just crying caused me to nearly flood the room. I nearly set you on fire when I got angry. What'll happen when I'm moody? Or…" She shuddered. "When I'm… lustful?"

"Uh…" Issei didn't know what to say. He'd love to 'help' her with that, but he'd also like to live. "We'll cross that when we get to that." They started laughing, when someone stepped in front of them. He looked strange, wearing a full Victorian getup. But Issei met a girl wearing a full suit of samurai armour, and had to set her up with a guy in a knight plate. Maybe this guy liked the looked.

"Greetings, fair maiden." He said, giving Bri a deep bow and kissing her hand. "I am Lord Gil Arrivederci. I must say, the rumours of your beauty do not do you justice."

"Ok." Bri looked out of her depth, shaking her hand like it was covered in slobber. "That's… nice. But I'm afraid I'm not in the dating mood."

"Of course, milady." He didn't seem angry about being shot down. He pulled a rose out of his sleeve. "At least accept this rose as a token of my admiration for your beauty. It has the most wonderful aroma." Bri seemed hesitant, but she accepted the flower, giving it a deep sniff. She started swaying a bit, her eyes having trouble staying open.

"Bri?" Issei was getting worried. Before he could help her though, Arrivederci gave him a massive push. He yelled as he slammed into a nearby stone wall, collapsing in pain. When he got back up, he saw the creep holding Bri and stroking her cheek. "Hey, you bastard. Get your hands off her!"

"Silence, dog." Arrivederci growled at him, his eyes glowing red. "Such filth like you should never be in her presence. Only I am worthy of being her betrothed."

"Another one? What is with you Devil Nobles? You just keep thinking that you can get any girl you want. Well, you're not taking her." His Gear formed and started boosting his power. "In case you forgot, we managed to beat Phenex."

"No, Miss Tennyson defeated Lord Phenex. You just acted as a punching bag." Red Lightning started arching from his free hand. "And that's all you'll ever be." Issei ducked as a bolt blasted the wall behind him. He started running as more bolts flew. He got in close, but Arrivederci jumped farther away and placed Bri on a nearby bench, giving her a kiss on the forehead. "How dare you attempt to strike Miss Tennyson. Prepare to suffer, mongrel." Issei yelled as a bolt managed to strike him in the stomach. But after being stabbed multiple times already, he pushed through the pain. He fired his beam at Arrivederci, but he merely pulled out a shield from thin air and blocked it. Issei tried again and again, noticing that the shield was fracturing. One more strike would do it. Arrivederci yelled as he was struck by shield fragments and the beam. As the smoke cleared though, Issei was scared. Bri was lying a few feet away from where she had been, but looking mostly unharmed. He went to check on her when something skewered his leg from behind. As he turned around, he nearly wet his pants.

Arrivederci was floating in mid-air, his suit slightly tattered. Glowing red swords filled the air behind him, crackling with power. He looked unbelievably pissed.

"Mongrel. You dare to lay a finger on my lady? I will see you in ruins for this." Issei had no choice. He had to fire another beam. But as he charged the energy, his body erupted with pain. It was like every nerve was on fire! Was this some kind of power of his?

He didn't know, as he lay there, blacking out. All he could feel was more pain as swords skewered him everywhere. Arrivederci was cackling high above. As he stopped feeling anything, he cursed at himself. He was too weak. After weeks of Bri saving his skin, he couldn't help her when _she_ was in trouble. He was weak, weak.

Weak.

**(**/*\**)**

He was pleasantly surprised to wake up back in the Club room. It had to be real. His body ached too much for it to be the afterlife. Though he could definitely do with a change of clothes.

"Issei?" He heard Rias say. "Are you alright? Say something!"

"Bri." He whispered. "Where's Bri?" The others looked at him before looking away in sorrow.

"We don't know." Yuuto answered. "Asia was walking back to your place when she found you lying on the path, bleeding everywhere. She healed you, then dragged you back here to us. You're the only one who'd know anything about what happened."

Issei groaned as he sat up. Even with Asia's power, his whole body still felt like it was going to fall apart. "It was some Devil guy. He wanted Bri as a wife. I think his name was Lord something Arrivederci."

"Gil Arrivederci." Rias said. "Great. Just great." The fight seemed to go out of her at this. "I've heard of him. He's got the power to be greater than the Noble Houses, but instead he spends all his time doing weird experiments. And from what you said, he's got Bri."

"Well, when do we go and get her back? I'm ready to pay him back in round 2."

"We don't." Issei stared at her. "We can't beat him. Riser tried with his whole Peerage, and Arrivederci managed to waste them all on his own. He was also the only person to have managed to harm Riser enough for him to be counted as beaten. Even my brother is afraid to fight him, and you don't earn the title of Lucifer by being a pushover. Everyone agrees that if he ever wanted to take over, there would be no stopping him. I'm afraid Bri will have to either free herself, or enjoy being his wife."

"What the crap? We took on Charmcaster, remember. He can't be any more difficult than her. Besides, we managed to beat Riser and his group."

"Charmcaster was already insane, and weakened from fighting a god. If it wasn't for Alien X we'd be dead, or worse. And it's the same against Riser. Even if we managed to beat his peerage alone, Bri was the only one to manage to hurt him till he was removed. Arrivederci will still be lucid, and therefore more dangerous."

"I'm not going to abandon her. I'll fight him till he drops." Rias didn't say anything. She just pushed against his chest with one hand. Instantly, his chest felt like it was on fire, and he had trouble sitting upright. As he groaned, he finally conceded defeat. He was in no condition to help anyone right now.

"I'm sorry Issei. But we're not strong enough to stop him. And he's already taken our strongest member." Rias seemed genuinely upset. "I'm afraid we can't do anything to help her."

Weak. That's what he is. Weak.

**(**/*\**)**

Weak. That's what kept going through his mind as he and Asia walked back home. He could remember all the times that Bri saved his skin. When Dohnaseek ambushed them. When Freed laid that trap. During the Rating Game. And he remembered how everytime she wasn't there he got his ass handed to him. Yuuma was the only time he ever won against someone on his own, and even then Bri had pounded her nearly to death beforehand. Now she was in trouble, and he couldn't do a damn thing. Some hero he was.

"Um, Issei?" Asia said. "You mustn't be angry at yourself. Lord Arrivederci sounded unbeatable. And…and…" She started sobbing, before giving him a massive hug. "I was so worried! You were just lying there, bleeding everywhere. I could see through your arms and legs. And you weren't breathing. I thought I'd lost you!" She sobbed harder. "Please Issei. I beg of you. Don't throw your life away like that. You are strong, I know it."

"It's ok Asia." He consoled her. "I don't want to die just yet. But it's just… Bri's done so much for us. For me. She's so unbelievably strong, and the one time she's in trouble I just couldn't do **anything**! I just want to save her. She deserves so much more than to become some dick's trophy wife."

"I know she does. But do you really think she'd want to trade you for herself?" He looked away in shame. She wouldn't want that. But he just couldn't leave her. "Issei. Promise me you won't do anything without me. Please."

"Alright. I promise."

**(**/*\**)**

"Hey there, sport." His dad said as he walked past his bedroom door. "Why the long face? And where's your girlfriend?"

Issei sighed. Maybe talking to his dad would help him think of something. There was some weird feeling in the back of his head, like a memory that refused to come out. "They're kinda related." His dad sat down on the bed next to him. "This creep came along today and took Bri from me. I tried to stand up to him, but he was just too strong. She didn't want to go with him, but he promised to leave me alone if she went out with him." He sighed again. "I want to get her back, but everyone else told me to forget it. I know they're worried about me getting myself killed or something, but she deserves better than him. Now I don't know what to do."

They sat there in silence until his dad spoke. "You know, when I met your mother, I was the school nerd. Pocket protector, scrawny arms, bad acne. Total cliché. And of course, the school jock had his eyes on her too. Everyone knew we had the hots for her, and boy did Antonio hate that. So one day, he and his buddies cornered me after school. They pounded me six-ways-to-hell and told me to back off. Well, my body agreed with them, but my spirit said no. And so every day, I spent some time with her. We got to know each other better, like our hobbies and interests. And every day, Antonio used me as a punching bag. I couldn't keep all those bruises hidden, but one of the rules was that you don't tell on Antonio. Eventually, she caught Antonio kicking me around, and charged in furious. Antonio tried to force himself on her, but she got him with a solid kick to the jewels. And when he tried the second time, I smashed him over the head with a piece of 2x4. He went down for the count, and his goons tried to take me out. Sure I got the crap beaten out of me, but I still managed to knock them down for a bit. After that, your mother convinced me to see the school headmaster. So Antonio got expelled, and I got to be with the love of my life. The point is, son, that if you really, truly care for someone, whether as a friend or a lover, you can't give up on them. You've got to keep trying. You might get the crap beaten out of you, but if you try enough times you'll land a good punch." He patted his son on the leg, and left him to his thoughts. As he sat there thinking his words over, that little memory finally unlocked itself.

"Alright then Ddraig. I know you can hear me. And I remember what you said."

"Good." A deep voice said as his gauntlet formed over his hand. "I was afraid nothing would ever stick to that perverted brain of yours."

"You could really give me the power to save Bri? For a price?"

"And for only ten seconds. Any longer, and your body will not survive the strain. Do you really want to go through with this?"

"Are you in, or not?" Issei didn't have time for this. That creep could already be forcing himself on Bri.

"Very well then. In exchange for your arm, I will grant you the power of victory. Use it well." He gasped as his arm glowed with a painful light, his flesh almost burning as it was transformed. When the glow faded, his Gear didn't look any different. But he could feel the power coursing through it. It was unbelievable. He might actually be able to win with this. He rushed over to Asia's room and started knocking.

"Issei?" She said. "What is it? And why do you have your Gear out?"

"Get dressed Asia. We're going to save Bri."

**(**/*\**)**

Gil gave a massive sigh of contentment as he gazed upon his bride. She looked so wonderful in her puffy white dress, hanging low enough to bare the top of her breasts for him. If only she was awake, this would be perfect. But alas, she might not see the blessing that is their marriage and try to escape. Still, what did it matter? She was still beautiful. And maybe he can tweak the spell slightly so that she seemed awake. Genius. Now he just needed to find a priest to wed them, a nice home to live in, possibly several nannies for their powerful children. Oh yes, he can't forget her Sacred Gear. Perhaps he could replicate it somehow. He leaned in to give her a kiss, when the wall behind him exploded.

"What!?" He yelled. "What mongrel dares to disturb me and my bride?" As the smoke cleared, a blond boy with a sword charged at him with a yell. Gil intercepted him with a sword construct. He jumped as a small girl threw some rubble at him, and intercepted a bolt of lightning with one of his own.

"Hey asshole!" The boy from before shouted. "Give Bri back. She doesn't belong to you."

"You." He growled. "You think I haven't heard the rumours? About how close you two are? Well forget it, mongrel. She is to be mine! Only I can show her the love she deserves!"

"By putting her to sleep? You're completely messed up."

"I will not be lectured by a rival for her love!" Glowing swords formed around him, at least three for each of them. Issei didn't wait for him to strike. He had to move fast. "Shine Force! Over Booster!" He yelled, his Gear glowing with painfully bright light.

"WELSH DRAGON OVER BOOSTER!" Ddraig yelled. Armour started forming over Issei's body. Red scaled panels covered all of him, with yellow horns over his body and large green jewels on the arms, knees, and chest. His feet were now claws, and a tail arced from his helmet.

"Balance Breaker, Boosted Gear, Scale Mail!" Issei announced before charging at Arrivederci, a green force exiting his wings. He charged a large red orb between his fists. "Bri doesn't belong to you, jerk." He shouted as he threw the orb. Arrivederci summoned a large shield, but was shocked to see it fragment under Issei's attack. As he climbed out of the rubble, he fired off several swords at him, while using the others to block Yuuto and Koneko. The swords exploded against Issei's armour, but he powered through them to pound Arrivederci. The lord fought him off with a powerful bolt of lightning, forcing him through the far wall. The second strike was intercepted by Akeno, giving him enough time to climb back out and rush forward. He used his armours power to punch away more swords, getting closer and closer. He was nearly clothes-lined by Yuuto and Koneko being thrown at him, but he ducked underneath and kept on going. As he punched Arrivederci in the chest, the lord managed to crack his armour with a close-range strike. He smirked at Issei, until he started coughing up blood.

"What is this?" He asked. "This pain. It's so familiar. Almost as though it was… NO! IMPOSSIBLE! HOW CAN YOU BE USING A HOLY ITEM!? IT SHOULD BE BURNING YOU TOO!"

Issei grinned at him, showing off Asia's cross. "I gave my arm to the dragon inside my Gear, just so that I can rescue Bri from you. And with a boost from me, you're no match for it!" He charged forward again, yelling with every step as Arrivederci fired off waves of sword sat him. He could hear Ddraig counting down. He didn't have much time left. So he summoned the vial of Holy Water he asked Asia to make to his other hand, weathering the storm of blades. But his body ached after every step. He quickly threw the vial at Arrivederci's face, boosting its potency with his Transfer power. The water caused his face to start burning and bleeding like acid. He screamed in pure pain, his swords vanishing as he lost his focus. Before he could recover, Issei punched him right in his stupid face with Asia's cross. Arrivederci was thrown back with so much force that he smashed another hole in the wall.

Issei sighed in relief as his armour timed out. He could now feel all his aches and pains from the beating he suffered. As he spat out a mouthful of blood, he looked over at his friends. By pure luck or design, Yuuto and Koneko has crashed into Akeno and knocked her out. All three of them were getting back up as Asia healed them. With a smile on their faces, they gathered round Bri's sleeping form.

"Now what?" Issei asked. They had been so busy fighting Arrivederci, they hadn't planned on afterwards. "How do we wake her up?"

"I'll have a look around." Akeno said. "There might be an antidote."

As she left to look, Yuuto got closer to him. "Maybe it's like the fairy tales." He whispered. "Perhaps she's just waiting for a kiss from the man closest to her." Issei gulped, looking down at Bri. True, she looked totally hot right now in that dress. And they did get along well. But Issei always got the feeling it was more like two best friends than anything else. Still, anything was worth a try. He leaned in close, feeling Bri's breath upon his face. With an embarrassing slowness, he leaned in closer until their lips finally touched. He stayed like that for as long as he could, until he needed to take a breath. As he started gasping, He watched as Bri didn't wake up. "It was a long shot." Yuuto said. "But I thought it might've worked. Hopefully Akeno's found something."

"You're damn right I did." She answered, carrying a jar of liquid. She opened the lid and poured the whole thing down Bri's throat. Bri started coughing violently, giving short gasps as often as she could. Issei and Asia helped support her as best as they could while she cleared her airway. She blinked a few times and rubbed dust from her eyes before looking around.

"Where are we?" She asked, perplexed. "What are we all doing here?" She looked down at herself. "And why the _hell_ am I wearing a wedding dress?"

They explained everything to her, starting from when Arrivederci drugged her, to when they finally woke her up. Issei left out the part where he kissed her though. She didn't have to know that.

"Damn. I missed some good stuff. Well, now that Lord Whatever's down, we should get back home. And I need to get some _normal_ clothes on." They shrieked as a red sword smashed into the wall right behind them, rubble nearly crushing them. As they watched, Arrivederci stumbled back into the room. His fine clothes were shredded, and his face was deformed from the burns Issei caused him.

"None of you will be going anywhere. She is **my** bride! My beauty! Only I deserve to gaze upon her and be given her virginity! And none of you will stop me."

"Issei smirked at him. True, he won't be able to use Scale Mail again for a while. But with Bri awake, they'll trounce the bastard. "Ready to take him down personally Bri?"

She gave a large smile. "You bet. In fact, I've got just the form for him." She changed shape into something bigger and bulkier. As Arrivederci's face fell, Issei took a quick glance at her and had to do a double take.

She was hideous! She was now a fat, sweaty, yellow-skinned monster! Her large arms had spiny growths all over them, while one arm was longer than the other. She wore a metal bikini that on her normal form would've been sexy, but on this form showed off way too much for his liking. Strangely, she wore a massive helmet with a cage on the front, making it impossible to see her face. It was attached to a massive collar thing, which was also chained to her underwear. Clearly, it wasn't designed to be taken off.

"Toepick!" She yelled in a gargled voice.

"Your-your-your beauty!" Arrivederci wailed. "You ruined your beauty with that monstrous form. I swear, you will never use that form again."

Bri chuckled as she walked closer. "You think this is bad? Let me just take off this helmet."

Issei heard the cage door open on the mask as steam or something billowed out. As Arrivederci looked on at her face, his expression became completely terrified. His skin turned white as a sheet as his swords vanished from horror. He started screaming and blubbering as he backed away from her, while screams and deep, haunting laughter echoed out of her helmet. He started puking while whimpering and pleading her to stop. Finally, after several seconds, he curled into a little ball and started rocking back and forth. Bri changed back to normal in a flash, Issei relieved to see her sexy form again.

"Well, he won't be bothering us again, I can tell you that much." She said as they walked over to her. Everyone could only stare at her for several seconds until she gave a nervous cough. "Ok guy, enough gawking. Since Rias isn't here, I'm guessing we'll have to tell her what happened here. Onwards!" Without a word, they followed her out of the basement, leaving Arrivederci to tremble from the horror he had just seen.

He probably wasn't going to be a problem to anyone ever again.

**(**/*\**)**

"…While I'm glad you managed to recuse Bri, I am disappointed that you disobeyed my order." Rias scolded them. "I gave that order to forget her to protect her, not to make her life horrible. Believe me, if I thought we could've beaten Arrivederci, I'd have been leading you all after him." As they all wilted under her reproaching gaze, she sighed and smiled at them. "Which shows that I underestimated you guys."

"Really?" Issei asked. He couldn't believe it. He had been worried that Rias was going to kick him out for this stunt. Instead, she gave him a big hug.

"You did so well, Issei. I'm so proud of you." As she stood up again, she looked at his Gear with sadness. "But I'm sorry you had to give up your arm."

"I'm the one who should be sorry." Bri said. "I'm the idiot that got taken hostage. I can't believe I had to be the damsel-in-distress."

Rias smiled at her. "I can see that." She said, noting the dress she was still wearing. "I'm glad I'm not having to wear that ridiculous outfit."

"By the way." She continued. "Care to explain that form you used? What was it called, 'Toepick'?"

Bri started rubbing the back of her head in embarrassment. "Yeah. I was saving that for just an emergency. I don't know what species she is, but I do know that her power is a terrifying face."

"If I hadn't seen it in action, I'd wouldn't think of that as being dangerous." Issei said.

"Yeah well according to a friend of mine, almost every known species in our universe is afraid of it. I can even scare Celestialsapiens with it. The only weakness is that it can't work on anything without eyes, and even I can be frightened by it."

"So, if we can't see your face, then it's useless?" Yuuto asked.

"Pretty much."

Rias smiled, before bowing to Bri. "Bri, I want to apologize for abandoning you like that, especially after all the help you've done in cancelling my engagement to Riser. It was rude of me, and ungrateful, and it'll never happen again."

"Hey, it's ok, it's ok." Bri replied, waving her hands in an embarrassed way. " You were thinking about keeping everyone safe. And from the sound of it, you were right to be worried."

"Right now, I just want to put this day behind me."

**(**/*\**)**

Ben started getting a twitchy eye as he spotted Rias in the living room, talking to Mr and Mrs. Hyoudo again. Every time she showed up, something annoying was going to happen. Especially to him.

Yesterday had certainly been… eventful. He had spent the whole time going back to Issei's cursing himself for having been taken prisoner like that. He was thankful for Issei and the other saving him, even honoured that he sacrificed his hand to get enough power to pull off the rescue. But he was the hero. He was supposed to rush in at the last moment, kick some bad guy ass, and then save the damsel (And possibly a kiss on the cheek). And here he was, needing the rescuing. He'd never live it down if Gwen or (brrrr) Kevin found out about this.

"…Why it's perfectly fine." Mrs. Hyoudo said. "We'd love to let you stay with us Rias. But I'm afraid you'll have to share a bed with Bri. We don't have any more bedrooms unfortunately." WHAT!?

"Thank you." Rias replied. Ben lost track of what else was being said. The Universe hated him, he decided. It hated him with a passion, and was determined to humiliate him. There was no way, he was going to bunk with Rias. While he'd gotten… _slightly_ used to his own body, a sultry Devil like Rias was going to be pure hell. Maybe if he mentioned he like girls, she might stay with someone else. But Asia would get embarrassed constantly having to see her massive tits, and there was no way Mr and Mrs. Hyoudo would let her stay with Issei. But there was no way she was sharing the bed with him.

"Hello Bri." Rias said, standing right in his face. Ben gave a girly shriek, dropping the platter that he had been holding the whole time. He was too stunned to do anything as it clattered to the floor and everything shattered. "I've been saying your name for a while, but I guess you were zoned out."

"Listen Rias." He squeaked as he picked up the broken pieces and used Clockwork's power to fix them. "We-we-we can't share a room. You see, I-I-I'm well, I'm a-a-a… I'm really a…" He sighed. He couldn't say it. "I'm just not… comfortable around other girls. Never have been. I mean, with sleepovers, or baths, or… well…"

Rias giggled. "You're so flustered. You'd think you've never been near a girl before." She placed a comforting hand of his shoulder. "It won't be forever. Just until my family builds an extension to the house for me. Then I'll be out of your hair until we meet up for 'club activities'. Until then, you'll just have to bare it."

Ben sighed. He wasn't going to get out of this so easily. "But why do you have to live here? Don't you have a massive manor to go to?"

"Issei will need someone to drain his arm for him. You remember how hard it was last night, don't you?" Yes, he did. Asia and Akeno ad to work together to drain all the excess power from his Gear in order to change it back to normal. It took them two goes before it stayed normal. And it would be awkward if he had to go around all day with his Gear active. "I don't think you've got anything that could do that for him, so you'll both need me to help Asia."

Ben sighed again. "Fine. But I still don't like this."

**And there we go. Issei unlocks Balance Breaker! And he gets to save Bri, so bonus points!**

**I know that periods _probably_ aren't really like that. I've never had one, being a guy, but I just used fiction-logic. Plus I kinda wanted to show a flaw of Ben's new set-up.**

**If anyone is interested, I recently wrote a story called 'Bri 10'. It's a one-shot based on the idea of Ben _really_ having been Bri the whole time. Give it a look if you're interested. And for everyone having problems picturing Ben as Bri, just think Akeno with short brown hair. That's a good place to start.**

**Fun fact: Arrivederci changed quite a bit as I wrote this chapter. He was originally a crazy, strong Devil Noble with red lightning and a stalker-lust for Bri. But after he said "Mongrel", I instantly thought of Gilgamesh from the Fate series (Fate/Stay Night and Fate/Zero). And so his first name became Gil, and he also had the power to shoot magic swords. True story.**

**Also, I want to let everyone know that from this chapter onwards (and including this one if you want to get technical), I will be doing original chapters for a while. So if the quality or length of my chapters start dropping, you will know why. This will be the first time I've done original chapters like this, so bear with me.**

**See you guys next week.**

**Edit: I changed some of the dialogue Rias had about Arrivederci after Muse Delta pointed out it made her seem selfish. Now I'm worried that I made him seem too badass, and hit him with the Worf Effect. Oh well, that's just one of the challenges of being a writer. Thanks for the comments Muse Delta. It's really helping me out.**


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